Proximus : Integrated annual report 2025 (13 MB) (proximus integrated annual report 2025 v1.1 en)

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Integrated annual report 2025 Table of contents Foreword Foreword by the Chairman 03 Foreword by the CEO 05 Proximus Group at a glance 07 About us 08 Strategy and key performance 08 Brands 11 Governance overview 14 Key figures for 2025 17 Selected events of 2025 18 Governance 27 Corporate governance statement 28 Remuneration report 39 Regulatory framework 69 Sustainability statement 75 General information 76 Environmental information 97 Social information 128 Governance information 176 Management report 186 Management discussion and analysis of financial results 187 The Proximus share 214 Risk management report 221 Consolidated Financial Statements 233 Auditor's reports and Management responsibility statement 374 Annex 390 Integrated reporting approach 391 ESRS Index 392 Appendix B 399 TCFD Table 402 Contribution to the SDGs 4 04 ‌Dear Reader, This annual report marks the conclusion of my mandate and provides the opportunity to reflect on a highly engaging period. When I became Chairman of Belgacom in 2013, I was immediately confronted with a severe cyberattack and an open conflict between the CEO at that time and the government, whose trust he had lost. These incidents meant I first got to know the departments responsible for cybersecurity and audits. Today, the threat of cybercrime has never been more pressing, and the tension between the majority shareholder and management also played a role in our former CEO's decision to leave our company in 2025. One might easily assume the world hasn't changed much during the 12 years I chaired the Board. In reality, much has changed over the past 12 years. In 2014, Belgacom was rebranded as Proximus. Public phone booths disappeared from our streets in 2015. In 2017, Proximus ceased sending and receiving telegrams, a service it had provided for over 150 years. Meanwhile, mobile traffic continued to grow exponentially: in 2025, people used on average more than 10 GB of mobile data per month, tripling usage over the past three years. In the fixed network, copper is being replaced with fiber wherever possible. At the same time, we faced the COVID-19 pandemic, which proved that telecommunication networks are essential for both everyday family and professional life. Our way of living and working has changed significantly, and this was a factor in our decision to move away from our iconic Towers in the center of Brussels, as we are now fully preparing for the construction of our new headquarters at Tour & Taxis. Throughout this time, Proximus adapted to geopolitical shifts. Chinese technology for our mobile sites was replaced by European alternatives, cyberattacks are often staged by actors involved in global conflicts, international connectivity is threatened through submarine cables, spectrum is no longer purely national, and satellites provide new dimensions to our personal communications. This is why Proximus continues to build on the latest technologies. By the end of 2026, 5G will reach near-full indoor coverage, and around 42% of Belgian premises are connectable to fiber today. Artificial intelligence is being integrated everywhere and Proximus Ada - our own expertise center - is developing cutting-edge applications. We are also exploring quantum communications in collaboration with industrial and academic partners. Proximus is not only the strongest Belgian brand; it is also a leader in digital services, both in the Benelux and internationally. Therefore, I conclude my mandate with great pride in what Proximus is today: a major Belgian listed company, with the Belgian State still as its majority shareholder. Together with all employees, managers, CEOs and fellow Board members, we have taken our responsibilities throughout a period of continuous transformation and innovation. In 2025, we continued implementing the strategy defined by former CEO Guillaume Boutin. Following his early departure, Jan Van Acoleyen at Group level and Mark Reid at international level assumed interim leadership. We are grateful for their leadership. We are also pleased to have welcomed Stijn Bijnens as the Group's new CEO. We are confident that he will leverage Proximus' many strengths in a meaningful way, bringing new energy and drive to the company. Proximus has strong foundations to build on: Outstanding employees who, inspired by Proximus' Think possible culture, enable many developments and at the same time a constructive social dialogue that supports change and progress. A well-established sustainability strategy that, alongside financial and economic performance, ensures social, environmental and societal engagement. Plans for infrastructure projects with partners that could contribute to an accelerated and widespread roll-out of fiber and also make use of new broadband technologies. The fiber roll-out has required huge investments, made without any subsidies, and we will need to sustain these for several more years in the public interest. More and more customers are enjoying our excellent services through a portfolio of very strong brands. An excellent mobile network that is continuously optimized and modernized with the latest technologies. Combining our telecom capabilities with strong IT expertise for all businesses and the public sector. The creation of Proximus NXT and Proximus Ada (for AI) provides a solid foundation for further growth and development. Establishing Proximus Global by expanding our affiliate BICS' international services through the acquisitions of Telesign (USA) and Route Mobile (India). This provides Proximus with a unique international footprint in digital communications. I wish Proximus Group all the best for the future. The broad outlines of that future are already becoming clear: The European Union will further strengthen its influence on tomorrow's digital society. I firmly believe in the strategy developed by Mario Draghi and in the need to accelerate its implementation: a larger European single market, innovation and cooperation that lead to faster and greater scalability, with more attention to sovereignty. Belgium and Proximus can play an active role in this. The telecom sector is of strategic importance for both the country and Europe. Ensuring cybersecurity and securing critical communications are crucial, democratic oversight of communications and social media is essential, and from a defense perspective the sector is vital. This underscores the need for a close relationship with the Belgian State. A strategic (public) company must also be managed in a professional and efficient way. The State's shareholding (through SFPIM) should essentially focus on defining and safeguarding the core missions, with a clear long-term vision based on mutual respect and trust. Synergies should also be explored with services that are currently performed by the State itself, sometimes under challenging technological or administrative conditions, and for which Proximus can be a suitable partner. Above all, Proximus' core mission remains providing a 100% reliable and ultra-fast network available to all residents, businesses and institutions. Rural areas will require special attention and hopefully receive the full support of the government. Everyone should be able to connect equally and fully to the world: that is true proximity. Proximus will continue to innovate, not only as a provider of digital networks and services but also on the social, cultural, environmental, and governance fronts. It has been a privilege to serve Proximus as a model public company, in line with my previous social and political commitments. I wish the new management under the leadership of Stijn Bijnens, and the Board of Directors under its new Chairman, every success. Proximus is and remains a "digital champion", one of Belgium's crown jewels. Thank you. Stefaan De Clerck Chairman of the Board of Directors ‌Building a digital and competitive Belgium Dear Reader, When I took up my role as CEO of Proximus on 1 September 2025, I was immediately immersed in a company that is brimming with energy. From my very first weeks, I was impressed by the diversity of our activities and by the expertise and passion of my colleagues. Those first impressions leave me confident that we have all the assets we need to further strengthen our position as a local digital frontrunner, especially through the roll-out of a digital infrastructure that is vital to Belgium's competitiveness. The infrastructure of tomorrow We are rapidly rolling out fiber and 5G while adopting new technologies to maintain our leading position and stay at the forefront of innovation. Together with our partners, we continued the fiber roll-out across the entire country. By the end of 2025, our fiber footprint reached around 42% of Belgian premises, representing 2.6 million homes and businesses connectable to fiber. Our projects to explore possible collaborations with Telenet/Wyre and Orange Belgium for the further roll-out of ultra-fast gigabit networks in Flanders and Wallonia, respectively, are ongoing and have been submitted to the competent authorities. If those partnerships materialize, they could broaden and speed up the roll-out of gigabit networks, while minimizing public works, and help accelerate digitalization in Belgium and boost the competitiveness of our economy. We also continue to make progress in mobile connectivity. In 2025, we further expanded our 5G network, achieving 89.5% indoor coverage. Our ambition is to provide near-full indoor coverage by the end of 2026. Strengthening digital sovereignty In an uncertain geopolitical context, marked by rising tensions and a growing number of cyberattacks, digital sovereignty is becoming a major strategic issue for Belgium, the Benelux and Europe. For Proximus, this means retaining local control over data, infrastructure and technological choices. This allows us to ensure the continuity of critical services for society and support the economy. Through Proximus NXT, we invest in sovereign cloud solutions to ensure that our customers' critical data remains protected under European legislation. In addition, we continue to further strengthen our cybersecurity expertise, with specialized teams and robust systems that continuously monitor our networks, IT and services, detect threats and neutralize them. By providing our customers with a secure and resilient infrastructure and reliable connectivity, with maximum protection of their data, we are making digital sovereignty an important pillar of our sustainable growth. AI-driven digital platforms Proximus is already making strong use of artificial intelligence today. In 2025, more than 70 AI projects were underway, clearly underscoring our ambition in this area. The benefits are already tangible, both in terms of our services and in efficiency and productivity. We will continue to make significant investments in AI in the future, allowing our network to evolve into a true digital infrastructure powered by AI. This enables new applications in areas such as autonomous vehicles, virtual reality, and healthcare. Making sustainability a driving force Sustainability remained a priority in 2025. For the second year in a row, we were awarded the EcoVadis Platinum Medal, placing us among the top 1% of companies worldwide in terms of sustainability performance. This recognition is the result of years of consistent effort. For example, we refurbish 90% of our Internet and TV Boxes and continuously optimize the energy consumption of our networks. However, our ambitions extend beyond this. We must continue to innovate, demonstrate resilience and grow in a responsible way. This is essential to keep our company future-proof. Redefining the strategic plan for Proximus Global In November 2025, Seckin Arikan took up his role as the new CEO of Proximus Global, which brings together BICS, Telesign and Route Mobile. A solid strategic roadmap is now in place, focused on delivering smooth and consistent customer interactions, being the trust champion for secure digital interactions, and becoming a worldwide leader in connectivity. This plan will enable us to address the challenges arising from Proximus Global's ongoing transformation and lay the foundations for sustainable growth from 2027 onwards. Looking ahead with confidence At the end of February 2026, we launched Amplify, our new five-year strategic plan. By placing the customer at the heart of everything we do, we aim to strengthen our customer impact by building on our strengths in the consumer market, while transforming our enterprise and public activities to drive profitable growth. Our network is central to this ambition. By continuously investing to future-proof our fixed and mobile networks, we are building a sovereign and resilient digital infrastructure. At the same time, we are preparing for the future by fundamentally rethinking the way we work and evolving our network towards edge computing. While our technological excellence in connectivity has long been a major asset, we are convinced that the quality of the customer experience will make a real difference in the future. Our Think possible culture, which encourages us to turn every situation into an opportunity, remains an essential part of who we are. It will support us as we implement our new strategic plan. The renewed confidence of our reference shareholder provides us with continuity and flexibility to execute this long-term strategy with determination. I look forward to implementing our new strategic plan together with all the teams at Proximus. Together, we strengthen Proximus' role as a locally anchored leader, leveraging its investments in infrastructure and digitalization to foster a secure digital society, support a stable economy, and enhance the attractiveness of our country, today and in the future. Stijn Bijnens CEO ‌Proximus Group at a glance About us 08 Strategy and key performance 08 Brands 11 Governance overview 14 Key figures for 2025 17 Selected events of 2025 18 ‌About us Proximus Group (Euronext Brussels: PROX) is a leading provider of future-proof connectivity, IT, and digital services in the Benelux, also offering digital communications services to global markets. For nearly a century, we have played a central role in connecting Belgian society. Every day, we serve more than 2.8 million residential customers through the Proximus, Mobile Vikings, and Scarlet brands and provide premium telecom and ICT solutions to more than 450,000 businesses through Proximus NXT. Proximus makes a significant contribution to the Belgian economy. We invest in open fixed and mobile networks that support the digital economy and drive innovation. More information on our products and services can be found on https://www.proximus.be . Proximus Global unites the strengths of BICS, Telesign, and Route Mobile to offer digital communications solutions worldwide. As a global player, we empower enterprises and mobile operators to connect, protect, and engage customers everywhere. More information on our products and services can be found on https://www.proximusglobal.com . We are committed to sustainability and to creating long-term value for society, embedding responsible business practices, respect for people and communities, and environmental impact into the way we operate. More information on our initiatives for a more sustainable future and impact can be found in the Sustainability statement . Our 12,933 employees are actively engaged in exceeding our customers' expectations and creating value for all stakeholders. ‌Strategy and key performance bold2025 Launched in 2023 and concluding in 2025, the bold2025 strategy relied on three core strengths: our people, our gigabit network, and our technology assets - pillars that form the foundation of everything we do. Below is a visual representation of our strategy: We deliver great value for our stakeholders through exceptional strengths Delight customers with unrivalled experience Roll out #1 gigabit network for Belgium Grow profitably, locally and globally , through strong brands Engineer technology assets to enable digital ecosystems Act for an inclusive society and be sustainable in everything we do Foster an engaging culture and empowering ways of working Key Performance Indicators The table below shows the progress achieved over the three-year bold2025 cycle against the ambitions originally set. Explanations of these results can be found in the Sustainability statement and the Management report. 3 year ambitions Status 2023 Status 2024 Status 2025 50% fiber coverage by end 2025 (>3 Mio connectable) 1 Total % of Belgian premises connectable 29% >37% ~42% % "fiber in the street" coverage 34% >42% 47% Roll out #1 gigabit network Near-full indoor coverage by 2026 2 for Belgium % indoor coverage 40% 67.6% 89.5% ~ €70 Mio reduction in IT TCO (Total Cost of Ownership) by Engineer technology assets to 2025 1 Status enable digital ecosystems % Cybersecurity resilience index 4 Reach employee engagement at > 75% by 2025 1 % Employee engagement 77% 76% 76% Increase % women in top management functions 1 % of women holding a top management function 24% 25% 22% Foster an engaging culture and empowering ways of working By 2025, 95% of employees will have attended 5 training days or more/year 1 % of employees having attended ≥ 5 training days 63% 82% 90% Be number 1 in NPS in respective segments 5 NPS residential convergent customers (Internet + TV + Postpaid) +11 +13 +18 Delight customers with NPS Scarlet +17 +22 +20 unrivalled experience NPS Mobile Vikings +42 +46 +46 More than 1 Mio fiber connections (residential & business) 1 Fiber connections 397,000 564,000 731,000 Grow domestic revenues 5 % year over year domestic revenues growth 4.2% 3.4% -0.1% Grow domestic EBITDA as of 2024 with 2025 EBITDA back to the 2022 level 5 Grow profitably, locally and % year over year domestic EBITDA growth -1.7% 2.8% 1.9% globally, through strong brands More than 35% of Enterprise revenues from IT 5 % of Enterprise revenues from IT 33% 22.3% 22.4% Grow international direct margin at high single digit CAGR 3 % year over year international direct margin growth 4.9% 5.2% -11.1% Net zero by 2040 3 % year over year CO 2 emissions Scope 1+2 -13% -16% -14% % year over year CO 2 emissions Scope 3 +1% +0.5% -11% Be a blueprint for circularity by 2030 3 Act for an inclusive society and # refurbished fix devices 799,432 935,378 1,053,595 be sustainable in everything # mobile devices collected 128,002 140,587 144,111 we do # people trained through digital inclusion projects 15,515 15,138 16,818 Maintain high cybersecurity resilience 3 on track 95.9% on track 99% on track 87% Contribute to digital inclusion in Belgium 1 Proximus SA At the end of 2023, the ambition of achieving 100% 5G indoor coverage by 2025 was first adjusted to 100% indoor coverage in the 2025-2026 timeframe, and subsequently in 2024 to near-full indoor coverage by 2026 Proximus Group The Cybersecurity Resilience Index represents the ratio of the number of major incidents for which a visible business impact was prevented or quickly mitigated by our Cyber Security Incident Response Team (CSIRT) to the total number of major incidents. This index is calculated at the Group level. Proximus Domestic A new strategic cycle Proximus Group's new strategic cycle was presented at the Capital Markets Day on February 27, 2026. It includes distinct strategies for Proximus Domestic and Proximus Global. More details are available in the press release published that day. Proximus Domestic Context and major trends Global macro dynamics are reshaping the telecom and digital services landscape. Geopolitical tensions increase the need for sovereign and secure digital solutions, while technological breakthroughs such as AI, edge computing and new access technologies redefine infrastructure models. At the same time, competitive pressure continues to intensify across both telco and IT ecosystems. Within this environment, the Belgian market remains mature and highly competitive, with pressure on value as customers increasingly shift from A-brands to B-brands. Structural trends such as cord cutting and the decline of fixed voice continue to erode legacy revenues, reinforcing the importance of high-speed internet, convergence and superior customer experience. As pressures intensify in core telco activities, new sources of growth are emerging in the expanding IT market. However, its fragmentation and strong competition mean that scale and clear differentiation remain essential to capture value. Proximus enters this phase with strong fundamentals, relying on leading networks, trusted brands, solid market positions and sustained customer momentum. These strengths provide a robust foundation to execute our new strategy and to continue delivering long-term value. Amplify 2030 Through our new domestic strategy, we aim to become a locally anchored digital infrastructure champion, building on our leadership in the consumer market while accelerating the transformation of our enterprise and public activities. Customer intimacy will be our primary differentiator as we strengthen our leadership in fixed and mobile connectivity by expanding gigabit coverage and continuing to deliver best-in-class network performance. We will simplify how we operate, embedding AI across our journeys and preparing our infrastructure for edge-enabled services to create new value for households, businesses and society. Proximus Global Context and major trends The global communications market is rapidly evolving as enterprises shift from traditional SMS toward richer, AI-supported digital engagement. Channels such as RCS and WhatsApp are expanding fast, especially in marketing and utility use cases, while authentication SMS declines with the rise of alternative verification methods and tighter fraud controls. At the same time, legacy wholesale services (P2P voice and messaging) continue their structural decline, even as mobility and enterprise eSIM remain solid growth drivers. The next wave of innovation will come from Network APIs, which are beginning to unlock new use cases in identity, fraud prevention, location and quality-on-demand. Together, these trends reinforce the need to progressively rebalance from declining legacy products toward higher-growth areas enabled by richer channels, AI, trusted digital identity and advanced connectivity. Elevate 2030 Our new global strategy positions Proximus Global as a worldwide leader in connectivity and digital communications, empowering brands to deliver seamless engagements across channels, while becoming the trust champion for secure digital interactions. We will accelerate the shift from SMS to richer channels, expand our digital identity and fraud-prevention capabilities, and strengthen our leadership in Mobility, eSIM and next-generation Network APIs. By simplifying how we operate, sharpening our product focus and embedding AI across our platforms, we aim to innovate faster and secure sustainable growth in a rapidly evolving digital ecosystem. ‌Brands Proximus Group activities are structured into two segments: Domestic: delivering connectivity, IT, and digital services across Belgium, the Netherlands, and Luxembourg; Global: providing digital communications solutions worldwide. Through its leading brands , Proximus Group meets the demands of a wide range of customers in the residential, enterprise, public sector, and wholesale markets, across the Benelux and international markets. Domestic Telco & IT International Digital Communications Domestic segment - Residential market Proximus is our reference brand in Belgium and the leader in converged connectivity services. With our premium brand, customers have access to the latest and best network technologies, a wide range of premium telecom products and services, customized digital experiences through our digital platforms, Pickx and Proximus+, and a superior servicing approach. Scarlet is our brand for customers looking for simple solutions at the best prices. Its mission is to provide affordable telecom to all Belgian households, offering a limited range of products and services designed to meet basic telecom needs, at the lowest price within Proximus Group. Mobile Vikings is our 100% digital brand, the smartest choice for customers looking for innovative digital experiences. It offers both mobile and Internet-at-home, along with the best data offers. Thanks to the Viking Deals smart service, customers can easily get reductions on their bills. Tango is the leading alternative operator in Luxembourg, offering fixed and mobile telephony, Internet, and television services to residential customers and small businesses. The Proximus+ app allows customers to manage their products and services and offers everyone, customers and non-customers, digital services designed to simplify their daily lives. Pickx is Proximus' digital TV platform, offering live TV, streaming, and on-demand video, available on all customers' screens (mobile, TV, laptop, and tablet). Doktr is a secure and user-friendly video consultation service for patients and healthcare professionals. Domestic segment - Enterprise market Proximus NXT is Proximus' convergent B2B ICT umbrella brand for the Benelux region. Together with its ecosystem of partners and affiliates, Proximus NXT helps companies address the complexities of digitization, such as artificial intelligence, mixed reality, and cloudification, securely and sustainably, leveraging its unique expertise in managed IT services and advanced connectivity. Proximus NXT Luxembourg is a market leader in ICT and telecom services in Luxembourg. Areas of expertise include ICT infrastructure, cloud, fintech solutions, cybersecurity, enterprise applications, managed services, and telecom services. Proximus NXT Netherlands is a strategic IT service provider focused on building safe and reliable ICT infrastructures. It specializes in networking, cloud, cybersecurity, and data and AI to help organizations accelerate their digital transformation and ensure business continuity. Codit designs, builds, and manages data-driven cloud solutions. Codit connects and aggregates the data derived from apps, objects, and systems and turns it into value for companies. Davinsi Labs is one of the leading digital security and intelligence services players in the Benelux region. It offers cybersecurity and intelligence solutions to protect enterprises against cyberattacks. ClearMedia provides assets such as IaaS (Infrastructure as a Service), cybersecurity services, and digital workplace solutions tailored to the SME market. International market Proximus Global is the entity combining the three international affiliates of Proximus Group . BICS, headquartered in Belgium, enables global communications for telecom operators and enterprises by connecting people, applications, and devices across borders. It offers a wide range of services, including international wholesale connectivity, interoperability, state-of-the-art fraud prevention, managed services, and comprehensive global IoT connectivity solutions. Telesign , based in the United States, provides digital identity services, international delivery authentication, and programmable communication solutions that protect against fraud and secure communications. It enables companies to connect with their customers, protect online users, and defend them throughout the full customer journey. Route Mobile , headquartered in India, provides CPaaS (Communications Platform as a Service) solutions, helping enterprises, OTT players, and MNOs (mobile network operators) deliver reliable, scalable, and intelligent communication through real-time, conversational engagement. Its extensive portfolio, spanning from messaging apps, email, and voice solutions to chatbots and AI-driven interactions, empowers companies to engage with their customers across their preferred channels. Other brands Proximus NXT IT is a specialized IT services organization dedicated to delivering end-to-end integrated IT solutions, including consultancy, implementation, and managed services, across the Benelux region. It is structured around five core technology practices: Security, Networking, Cloud, Workplace and Data & AI. Proximus Ada, a fully owned affiliate of Proximus, is the first Belgian center of excellence combining AI and cybersecurity. Proximus Ada's expertise is used to serve the Group's various entities and their customers. Clarence, a joint venture between Proximus NXT Luxembourg and LuxConnect, aims to market a disconnected sovereign cloud based on the GDCH (Google Distributed Cloud Hosted) offering to our professional customers in the Benelux region. Fiberklaar, a fully owned affiliate of Proximus, is in charge of accelerating the fiber roll-out in medium-density areas across Flanders. Unifiber, a joint venture between Proximus and Eurofiber, is in charge of accelerating the fiber roll-out in medium-density areas across Wallonia. GoFiber (Glasfaser Ostbelgien), a public-private partnership between the German-speaking Community of Belgium, Ethias, and Proximus, aims to roll out fiber throughout the region. MWingz, a joint venture between Proximus and Orange Belgium, is dedicated to building and operating a shared mobile access network. Proximus Real Estate, a fully owned affiliate of Proximus, is the real estate company of Proximus Group. Proximus Media House (PMH), a fully owned affiliate of Proximus, specializes in content creation, editing, broadcasting, and live production. ‌Governance overview Board of Directors The Board of Directors is composed of 14 people. Stefaan De Clerck - Chairman of the Board of Directors of Proximus Chairman of the Board of Directors of the Proximus Pension Fund and Proximus Art Member of the Board of Directors of Proximus Real Estate and of the Bureau of Eurometropole Lille-Kortrijk-Tournai Stijn Bijnens - CEO and Managing Director of Proximus Group Chairman of the Board of Directors of Proximus Global Member of the Board of Directors of Kolmont NV and H. Essers NV Caroline Basyn - Chief Digital & Information, and Global Business Services Officer at Adecco Group Board advisor at Shared Services & Outsourcing Network Cécile Coune - Director of companies Member of the Board of Directors of QBE Europe, Securex Group and Credendo GSR Chairwoman of Square Trade Europe Insurance and the Belgian Federation of Philanthropic Foundations Béatrice de Mahieu - Executive Director and CEO of BeCode.org Member of the Board of Directors of Fondation Les Petits Riens, Chapter Zero Brussels and Trividend Member of the Board of Directors and Chair of Akkanto Martin De Prycker - Partner at Qbic Member of the Board of Directors and Chairman of the Audit Committee of EVS Member of the Board of Directors of Fraudbuster, Morrow, and Faktion Franck-Philippe Georgin 6 - General Secretary of Groupe Lucien Barrière Franck-Philippe Georgin resigned on 6 February 2026. Audrey Hanard - Partner at Dalberg Advisors Member of the Board of Directors of Sonaca Member of the Investment Committee of Phitrust Benelux Koen Kennis - Vice Mayor of the City of Antwerp Chairman of the Board of Directors of PMV and Lantis/BAM Member of the Board of Directors of Port of Antwerp-Bruges Vice Chair of Fluvius Catherine Rutten - Vice President International, Government Affairs, and Public Policy of Vertex Pharmaceuticals Member of the Management Committee of the Prins Filipfonds Joachim Sonne Senior Advisor at Australian Super Ltd Board Advisor at ErnieApp Ltd, Titanbay Ltd, Accuria Ltd, and 1FS Ltd Claire Tillekaerts - Director of companies President of the Regency Council of the National Bank of Belgium Member of the Board of Directors of imec, Belgian National Orchestra, International Film Festival Ghent, and Raad Het Laatste Nieuws Catherine Vandenborre - CFO of Ion Beam Applications SA Member of the Board of Directors and Chairwoman of the Audit Committee of Rexel France and of Les Petits Riens Member of the Board of Directors of the Pension Fund Proximus, Canel SRL, and PanTera Luc Van den hove - CEO and President of imec Member of Technology and Strategy Committee of ASML Member of the Board of Directors of Voka Advisor to the Samsung Advisory Board Director of Leuven Mindgate The expertise and competences of the directors complement each other. Overview of the competences of the Board of Directors: Telecom and media Digital transformation and digital inclusion lnnovation and technology National security and cybersecurity Finance, audit and risk Regulatory and legal expertise Governance and human rights Sales and marketing Human capital Operations and supply chain Climate change and energy International experience Executive management experience Proximus Leadership Squad The Proximus Leadership Squad (PLS) supports the CEO in the day-to-day management of the Group and acts as a united team, driving forward all matters related to the company. Alongside the CEO, the PLS includes eight members. Stijn Bijnens - CEO The PLS is assisted by two committees: the Domestic Management Committee (DMC) and the International Management Committee (IMC). More information can be found in the Corporate governance statement and the Sustainability statement . Jan Van Acoleyen Geert Standaert Mark Reid 9 Ben Appel Anne-Sophie Lotgering 7 Renaud Tilmans Jim Casteele Antonietta Mastroianni 8 Group HR Network & Group Group Enterprise Enterprise Consumer Digital & IT Lead Wholesale Lead Finance Lead Corporate Affairs Lead IT Services & Segments Lead Telco Services & Operations Lead Market Lead Lead Anne-Sophie Lotgering left the company on August 31, 2025, and was replaced ad interim by Fabrice De Windt. Antonietta Mastroianni left the company on November 30, 2025, and was replaced ad interim by Jeroen Verbruggen. Mark Reid left the company at the end of January 2026. ‌Key figures for 2025 Financial Group underlying revenue 10 EUR 6,307 million Group underlying EBITDA 10 EUR 1,883 million CapEx 11 EUR 1,249 million Free cash flow (adjusted) 12 EUR 130 million Operational 731,000 fiber connections 2,349,000 Internet base 5,205,000 postpaid base 1,221,000 convergence base 89.5% 5G indoor coverage 47% fiber in the street Sustainability 144,111 mobile devices collected 1,053,595 refurbished fix devices 50% women in the Board of Directors 76% employee engagement 87% Cybersecurity Resilience Index The definition of the Group underlying revenue and EBITDA can be found in the Management discussion and the analysis of financial results. Excluding spectrum and football rights. Excluding cash-out related to M&A transactions and related transaction costs and excluding proceeds from sold assets as part of the company's active asset portfolio management. ‌Selected events of 2025 Leadership Stijn Bijnens joined Proximus Group as CEO on September 1, 2025. Mr. Bijnens brings substantial experience in customer-centricity, technological innovation, value creation, and building great teams, alongside a constructive dialogue with social partners. Seckin Arikan joined Proximus Global as CEO on November 1, 2025. With over 25 years of experience leading transformation and growth in the global telecom and enterprise industry, Mr. Arikan has a proven track record in driving high-performing results across multiple geographies. Building the best gigabit network for Belgium Rolling out the best gigabit network for Belgium is one of Proximus' key strategic priorities. Together with our partners, we are committed to investing in a future-proof network that guarantees reliable and fast connectivity for everyone, at all times. High-speed gigabit networks are crucial to stimulating innovation, strengthening the economy, and enabling citizens to keep pace with the ever-evolving digitalization. In this regard, fiber and 5G wireless technology are clearly the most effective technologies. Fiber network By the end of 2025, the fiber footprint reached ~42% of Belgian premises, representing 2.6 million homes and businesses connectable to fiber. Our footprint, combined with that of our partners, brings "fiber in the street" to 47% of the population. Our ambition under the bold2025 strategy was to achieve 50% fiber coverage. While we ended slightly below this target, primarily due to the learning curve associated with accelerating deployment in mid-density areas, significant progress has been made. We remain fully committed to expanding fiber coverage and driving connectivity across Belgium. Moreover, 67% of enterprises inside industrial zonings were connectable, and fiber works were ongoing in 176 cities and municipalities. For the second time, Ookla ® , a world-renowned independent provider of speed tests, recognized Proximus for the fastest Internet in Belgium, confirming its fiber leadership and superior network performance. "Kortrijk is one of Belgium's Fiber Friendly Cities . Today, almost all homes and businesses in the city center are connectable to fiber. Fiber is the backbone of tomorrow's digital world, and as a city, we are pleased that all citizens, businesses, schools, and healthcare institutions will have access to the fastest and most future-proof fiber optic network available." Ruth Vandenberghe Mayor of the city of Kortrijk Two major milestones marked the year with the proposed network collaborations in Flanders and Wallonia. These future partnerships are set to shape the market for the next 50 years. In July, a Memorandum of Understanding (MoU) was signed with Orange Belgium to expand fiber deployment in Wallonia and improve access to gigabit networks in less densely populated areas of Wallonia. The collaboration would also ensure that more consumers benefit from the advantages and high-speed of existing gigabit networks, while reducing civil works. The objective would be to ultimately cover approximately 70% of Walloon households with a FTTH (Fiber-to-the-Home) network. In September, Proximus, Fiberklaar, Telenet, and Wyre welcomed the launch of a market test on the proposed gigabit network collaboration in Flanders. The market test ended on Friday, November 21, and the parties are working to finalize the agreement. Under the proposed collaboration, fiber connectivity would be provided to about 2 million homes and businesses in medium-dense areas, supplemented by hybrid fiber-coax (HFC) technology for about 700,000 homes in the most sparsely populated areas. Ultimately, Proximus aims to achieve 80% coverage in Flanders. Mobile networks Proximus has a strong track record in mobile communications, consistently pioneering in offering customers the best possible mobile experience. We are continuing along this path by constantly optimizing our existing network and improving coverage, particularly indoor, where it matters most. We are also investing heavily in the deployment of 5G, with the ambition of achieving almost complete national coverage by 2026. With speeds up to ten times faster than 4G, ultra-low latency, and expanded capacity, 5G enables new applications and ways of working. Notably, we have observed a significant increase in Net Promoter Score (NPS) among customers using 5G. By the end of 2025, 5G was available in more than 95% of the cities and municipalities, with national indoor coverage reaching 89.5%. Proximus has also received recognitions from independent institutions in Belgium and abroad, such as Testachats/Testaankoop ( Proximus offre la meilleure couverture réseau mobile en Belgique en 2024 - dating from February 2025), OpenSignal ( Belgium, March 2025, Mobile Network Experience Report | Opensignal ), and Ookla ® ( Speedtest Connectivity Report | Belgium H1 2025 ), showing our continued focus on performance. Additionally, Proximus is modernizing its mobile network with the latest technologies from major European partners, Nokia and Ericsson. More information on our networks can be found in the section " Consumers and end-users " of the Sustainability statement. Building trust in the digital world In an era marked by accelerated digitization, the rise of technologies such as AI, and increasingly sophisticated cyber threats, trust is more essential than ever. Proximus is deeply committed to making the digital world safe and secure for everyone - businesses, consumers, and society at large. In 2025, the Group continued to strengthen its cybersecurity resilience through significant investments in secure infrastructure, advanced threat detection capabilities, and employee training. Despite a higher level of attacks, we remained robust and continued to demonstrate solid cybersecurity resilience. Around 130 experts protect Proximus' operations at all times, while more than 350 certified professionals help customers secure their businesses. Proximus also launched new services, such as Secure Net, to protect residential customers and continued to help larger organizations design tailored security strategies and comply with legal and regulatory requirements. Proximus plays an active role in Belgian cybersecurity programs, such as the BAPS (Belgian Anti-Phishing Shield) project and the StopPhishing project, blocking millions of fraudulent messages, calls, and websites per month. Through awareness campaigns and educational programs, we empower citizens - from young people to adults and more vulnerable groups - to stay safe online. We also help shape the future of cybersecurity by pioneering quantum-safe communication. We align with the European Commission's ambition to develop a Quantum Internet across Europe. This innovation holds significant potential for sectors where data confidentiality and integrity are critical, such as defence, finance, healthcare, and government. "We all know how difficult it can be to tell whether an email or SMS is real. With our Smarter & Safer Online tool, our goal is to give everyone simple, reliable guidance to better understand, respond and protect against digital risks. We want to empower as many people as possible to navigate the internet with confidence - because digital security shouldn't be a privilege, it should be accessible to everyone." Fabrice Clément Chief Information Security Officer at Proximus Internet Safe & Fun Days Since 2011, Proximus and Child Focus have joined forces to organize the Internet Safe & Fun Days. Twice a year, Proximus volunteers raise awareness among approximately 5,500 fifth- and sixth-grade students about safe and responsible Internet use, with a focus on privacy, online harassment, sexting, and online friendships. Smarter and safer online tool In September 2025, Proximus launched an interactive information tool to help everyone better understand and respond to online threats. This tool is accessible to all, whether they are customers or not, and aims to raise public awareness of crucial issues such as cyberbullying, phishing, and children's online safety. It gathers content from dozens of trusted sources, such as the Centre for Cybersecurity Belgium (CCB) and Child Focus, and brings together best practices and advice on digital safety in one place. Supported by AI, it provides tailored answers to users' questions. The tool is regularly updated to reflect the latest recommendations and emerging threats. Proximus Chair in Quantum Science and Technology Further reinforcing its commitment to innovation, Proximus inaugurated the Proximus Chair in Quantum Science and Technology at KU Leuven in March 2025, supporting academic research and innovation over a four-year period. The creation of this chair highlights our ambition to be a leader in quantum technology in Belgium. Our partnership with KU Leuven accelerates innovation in a field critical to securing digital communications in the future. "Taking part in the Internet Safe & Fun Days with Child Focus was an unforgettable experience. The children were engaged, curious, and eager to learn how to use the internet and social media safely and responsibly. I felt truly proud to contribute to a project with such a positive impact on their online confidence." Céline Honorez Digital, Sales & Care M&P Coordinator at Proximus "The Proximus Chair in Quantum Sciences and Technology strengthens the collaboration between KU Leuven, imec and Proximus and reinforces Belgium's quantum research ecosystem. The chair enables cutting-edge research on quantum computing and quantum communication nodes, with a strong focus on coherent quantum repeater technologies. This partnership accelerates the transition from scientific innovation to secure and high-performance digital communication, laying the groundwork for the next generation of quantum technologies." Kristiaan De Greve Fellow, Program Director Quantum Computing, imec and Professor of Electrical Engineering, KU Leuven More information on cybersecurity can be found in the section " Consumers and end-users " of the Sustainability statement. Minimizing environmental impact Proximus aims to achieve net-zero greenhouse gas (GHG) emissions across its value chain by 2040, with its targets validated by the Science Based Targets initiative (SBTi). This ambition is translated into a Climate Transition Plan that outlines concrete actions both within our own operations and across our value chain to support the transition to a low-carbon society. While the reduction of our direct emissions (scope 1&2) is well under control, achieving our scope 3 near-term targets is highly challenging, particularly when it comes to emissions from our supply chain. We currently anticipate a gap of 11% with our 2030 objective. Reducing this gap will require prioritizing new strategies based on their impact, feasibility, resource needs, and potential risks. Energy usage is a cornerstone of the transition to net zero. Proximus runs on 100% renewable electricity and seeks to systematically improve its electricity efficiency by optimizing consumption across its operations. By 2030, Proximus aims to be a blueprint for circularity, by designing for reuse, maximizing recovery, and stimulating innovation and collaboration within the supply chain. It is crucial for future-proofing our company and an imperative in our ambition toward net zero, especially given the limited raw material availability and varied impacts of waste generation. EcoVadis Platinum For the second year in a row, Proximus has been awarded the EcoVadis Platinum medal for its sustainability efforts, placing us in the top 1% of the best-performing companies worldwide evaluated by EcoVadis. This recognition is the result of years of consistent effort across our entire organization, from collaborating with our suppliers to fostering an inclusive workplace. It reinforces our position as a leader in sustainable business, builds trust with partners and customers, and inspires us to keep raising the bar. The Energy Box Proximus has deployed the Energy Box across 44 buildings and mobile base stations. Developed in collaboration with Companion.energy, this innovative software analyzes real-time energy use, market prices, contract terms, and in-house energy generation to forecast needs and recommend cost-effective optimizations. It helps reduce energy consumption and maximize the use of renewable sources across sites. More information on our environmental impact can be found in the section " Environmental information " of the Sustainability statement. Fostering a motivating and inclusive workplace Proximus considers its diverse workforce one of its most valuable assets in pursuing its ambitions and driving success. We offer our employees an inspiring and safe work environment where everyone is encouraged to grow and develop in an atmosphere of inclusion and collaboration, opportunities and contribution, innovation and responsibility. Our Think possible company culture fosters a positive mindset through which we see opportunities in every situation. It is also a set of principles and behaviors that guide us in finding the best solutions for our customers. In 2025, we continued to encourage employees and managers to embrace this culture through advice, workshops, and training focused on continuous learning. As AI, digitalization, and automation reshape the way we work, ongoing training and the development of new skills remain essential to sustaining our role as a technology leader and innovation front-runner. In April 2025, Proximus and Nextensa signed an agreement for the sale of Proximus' two office towers and the development of its future headquarters at Tour & Taxis. The new buildings will be among the most sustainable in Belgium, setting an example in circularity and the use of bio-based and recycled materials. The move is planned for 2027. Also in 2025, we launched our new employer branding campaign , #TeamPossible, highlighting the people behind the Group's achievements and innovations. By the end of the year, we reached our objective to recruit 30% women with university degrees in digital and technical roles. "Our cybersecurity team combines technical excellence with a strong sense of trust and autonomy. Hybrid work, training opportunities and international collaboration define the daily rhythm. And teamwork isn't just talk; it's part of our culture. We work hard, but we also support each other. We also seek synergies with the AI team to strengthen our solutions. That mix of expertise makes our outcomes stronger." Laura Terán Sánchez Cybersecurity specialist at Proximus More information on our employees can be found in the section " Own workforce " of the Sustainability statement. Delighting customers Residential market In Belgium, we build and maintain strong brands: Proximus, Mobile Vikings, and Scarlet. We address the needs of every customer segment, from premium seekers to price-conscious consumers. We also strive to ensure that each interaction customers have with our brands results in great satisfaction. Superior connectivity and product innovation In 2025, delivering the best networks remained the main driver of customer satisfaction. Proximus further consolidated its leadership in fiber, 5G, and Wi-Fi. Our fiber offering has been awarded the fastest Internet in Belgium, while 5G customers reported significantly higher overall satisfaction. We continued to innovate in our product offering throughout the year. We launched Flex+, a renewed convergent offer combining fiber and 5G, complemented by a free one-year subscription to Perplexity Pro, an AI-powered productivity tool. We also released two new features to facilitate the switch to eSIM: Quick Transfer and self-service eSIM activation in the Proximus+ app, designed to make the switch as hassle free as possible. In November, Proximus became the first operator in Belgium to launch tri-band Wi-Fi 7, setting a new standard for ultra-fast, stable connectivity and further reinforcing its premium positioning. Proximus digital platforms Pickx and Proximus+ continued to play a central role in customer engagement by offering intuitive and personalized digital experiences. Proximus+ saw growth in active users and stronger engagement thanks to our loyalty program, Proximus for You. Servicing customers Each brand continued to enhance its service model adapted to its customer segment. Proximus offers premium servicing that combines advanced digital capabilities with a premium human touch. In customer service, for instance, we scaled our AI-based digital assistant to operate as the first line of support for all residential calls. Proximus Assistant handles the simplest request directly, with 24/7 availability, and routes customers to the best agent for more complex questions. With the launch of Flex+, we further increased our focus on quick and easy self-installation, and customers clearly appreciate the flexibility they get with the do-it-yourself option. We also deployed the Certify app, which enables field technicians to check Wi-Fi quality in customers' homes, ensuring a smooth customer experience from installation to ongoing support. Mobile Vikings improved its support experience by simplifying its help pages based on feedback from the community. Proximus was recognized as the strongest Belgian brand . According to the Kantar BrandZ Belgium Report 2025, our continuous innovation ensures our brand remains different and continues to shake things up. The Play it Smart campaign of Mobile Vikings won the Effie Gold Award in the category Sustained Success. Our NPS scores improved for Proximus, and remained stable for Scarlet and Mobile Vikings: Residential convergent customers: +18 Scarlet: +20 Mobile Vikings: +46 Doktr In 2025, AG, the leader in the Belgian insurance market, joined Proximus, Christelijke Mutualiteit/Mutualité Chrétienne, and Solidaris as a shareholder of the video consultation platform Doktr. At the end of the year, the Doktr app had more than 152,000 registered users, with a patient satisfaction rate of 98%. "At AG, we have believed in video consultations for some years now as a way to support traditional visits to the doctor. And Doktr has been part of our range of services since 2022. By being a shareholder in this 100% Belgian start-up, alongside the other major Belgian players Proximus, CM-MC and Solidaris in the areas of technology and health care, we support the acceleration of hybrid health care in Belgium. Our ambition is to be a key player in health care innovation by focusing on practical, accessible digital solutions." Benoit Halbart Managing Director Employee Benefits & Health Care at AG Enterprise market Proximus serves the full enterprise spectrum across the Benelux, from self-employed professionals and SMEs to large corporates and public authorities. These organizations rely on Proximus for integrated IT and telecommunications solutions that support their digital ambitions. In the SME segment, Proximus positions itself as a trusted partner for both telecom and IT needs, offering convergent solutions that leverage our superior mobile and fiber networks, combined with excellent servicing experience. In July 2025, we launched the Business Flex+ packages to meet the growing needs of entrepreneurs and small enterprises in terms of connectivity, service continuity, and cybersecurity, in an economic context where digital resilience has become a key driver of competitiveness. On the IT side, we provide industrialized solutions through the partner network of our ClearMedia affiliate for smaller enterprises, and advanced ICT services through our IT partner community for larger organizations. Proximus NXT is our umbrella brand for the corporate segment. Under this brand, we bring together our full telecom and IT offering: from connectivity and smart networks to hybrid cloud, cybersecurity, digital workplaces, and data & AI. Proximus NXT is supported by a strong network of affiliates, including Proximus NXT IT, Proximus Ada, Codit, Davinsi Labs, Proximus NXT Netherlands, and Proximus NXT Luxembourg. Together, our expert teams ensure the delivery of IT integration projects across the Benelux, design full ICT ecosystems tailored to each organization, and provide a large portfolio of managed services and outsourcing capabilities. "Proximus, Seafar, Urban Waterway Logistics, and Mappalink joined forces to make remote ship navigation possible. With Proximus' 5G technology at the heart of the project, we explored how it can improve safety in urban waterways. But remote navigation takes more than connectivity alone. It depends on a stable, reliable data connection with strict latency and performance requirements. Edge computing plays a crucial role here. Real-time detection and processing at the edge of the network enable actions within fractions of a second. That's the difference between ' just in time' and 'too late'. By processing data at strategic points across our mobile network edge, we unlock the performance needed for safe, reliable, truly remote-controlled vessels." Eric Ibens 5G business development manager at Proximus NXT In short, we support our corporate customers' digital transformation from strategy to execution, enabling them to focus on their core business. In 2025, Proximus secured strategic deals that reinforce its position as a key technology player in the Benelux: Together with Thales, Proximus won a major NATO contract to modernize the organization's IT infrastructure, delivering a secure, agile, and future-proof network ecosystem. Proximus NXT secured a major new frame contract to provide managed cybersecurity services to several Belgian Federal Public Services (FPS) and other federal agencies. The Security as a Service 2 (SECaaS2) agreement, which includes a catalog of 75 managed security services, will help public sector organizations strengthen their cyber resilience and comply with NIS2 regulations. The total contract value is expected to exceed 100 million euros over 7 years, making it the largest managed cybersecurity deal for the public sector in Belgium. For Proximus NXT, this new agreement also recognizes the efficient cooperation with federal government institutions in recent years under the current SECaaS1 contract. Wholesale market Proximus' open network welcomes wholesale partners in a non-discriminatory way, fostering a level playing field between competitors. Our wholesale partners benefit from access to our superior fiber and mobile networks, as well as a wide range of digital assets. At the end of 2025, over 45 fiber partners and about 10 Mobile Virtual Network Operators (MVNO) used our networks. We maintain over 700 active roaming agreements, including Voice over LTE (4G), 5G, and IoT coverage. In 2025, Proximus Wholesale launched a new portfolio called ONE (Open Network Ecosystem), offering wholesale partners a new type of fiber connectivity that can be ordered in an automated and standardized way (based on industry-standard Mplify API's). This new connectivity is coupled with a new OneBox (universal CPE) that will support a OneMarketplace (offering Virtualized Network Functions). This new portfolio paves the way for the evolution towards softwarization and network-as-a-service, providing eased scalability, interoperability, and service delivery to wholesale partners. Global market Proximus Global, combining the strengths of BICS, Telesign, and Route Mobile, provides solutions across the full value chain of digital communications and caters to the evolving needs of telco and enterprise organizations. Through its integrated Connect-Protect-Engage product portfolio, Proximus Global enables secure, trusted, and seamless digital experiences for customers worldwide. By securing international voice, messaging, and signaling layers, Proximus Global helps customers protect against fraud, ensures end-users can communicate with confidence, and actively contributes to preserving the integrity of communications worldwide and for the whole ecosystem. Beyond network protection, Proximus Global enables businesses to engage securely with their end-users across multiple digital channels. As consumers increasingly expect seamless experiences and strong protection of their identity and data, Proximus Global delivers a broad portfolio of fraud prevention, identity verification, and authentication solutions that enable service providers and enterprises to deliver safer, more reliable digital experiences. With a presence in over 180 countries, Proximus Global connects more than 5 billion people and devices, serving digital platforms, enterprise customers, and innovative businesses. It carries around 50% of global data roaming traffic, secures over 180 billion transactions annually, and connects 1,000+ destinations. In 2025, Proximus Global, via its messaging specialist 365squared, launched 365guard , an AI-powered solution that protects mobile operators and users from SMS spam, fraud, and smishing attacks. The solution uses dynamic threat detection and real-time analytics to block millions of malicious messages daily. Claro CENAM partnered with Proximus Global to enhance the security and monetization of A2P messaging across LATAM using 365squared technology, creating a safer ecosystem that protects operators, brands, and end-users from fraud while ensuring reliable message delivery. Proximus Global launched Konera , a unified network API platform aligned with GSMA's CAMARA standards, at Global Fintech Fest 2025 to enable seamless connectivity and unlock new monetization opportunities for operators and enterprises worldwide. Proximus Global, through BICS, partnered with Starlink to provide direct-to-cell satellite connectivity across Europe, leveraging its IPX network to bridge mobile operators with Starlink's next-generation constellation for seamless coverage and improved smartphone performance in remote areas. More information on our customers can be found in the section " Consumers and end-users " of the Sustainability statement and in the Management discussion and analysis of financial results . Governance Corporate governance statement 28 Remuneration report 39 Regulatory framework 69 ‌Corporate governance statement Proximus governance model Proximus' corporate governance principles are set forth in its Bylaws, Corporate Governance Charter, Charter of the Board of Directors, Board Committees Charters, and policies. Proximus has a clear governance model as a limited liability company under public law, imposed by the Law of 21 March 1991 on the reform of certain autonomous economic public companies ("the 1991 Law"). For matters not explicitly regulated by the 1991 Law, Proximus is governed by the Belgian Code of Companies and Associations of 23 March 2019 ("the Belgian Code of Companies and Associations") and the Belgian Corporate Governance Code of 2020. Any deviation from the 2020 Corporate Governance Code is explicitly mentioned in this report. Only two deviations (to provisions 7.6 and 7.9) are currently noted, related to the remuneration of Board members and executives. Indeed, Proximus opted not to introduce share-related remuneration due to the fact that the Belgian State is the majority shareholder. The key features of Proximus' governance model are: a Board of Directors, which defines Proximus' general policy and strategy and supervises operational management; an Audit & Compliance Committee, a Nomination & Remuneration Committee, a Transformation & Innovation Committee (dissolved in May 2025), and an International Committee created by the Board within its structure; a Chief Executive Officer (CEO), who takes primary responsibility for operational management, including, but not limited to, day-to-day management; a Leadership Squad, which assists the CEO in the execution of his duties. We not only follow the law but want to ensure every one of our employees and contractors is aware of the behaviors to follow and to avoid. Therefore, Proximus adopted a Code of Conduct applicable to all employees and contractors. Proximus employees must follow mandatory training on the application of the principles of the Code of Conduct. On top of this, we have various internal policies to make sure our employees act ethically. More information can be found in the section " Business conduct " of the Sustainability statement. Board of Directors The Board of Directors is composed of no more than fourteen members, including the person appointed as Chief Executive Officer (CEO). The CEO is the only executive member of the Board. All other members are non-executive directors, and 50% of the members of the Board of Directors are independent directors. Directors are appointed for a renewable term of up to four years. Proximus does not apply an age limit for its directors, but, in accordance with article 7:87 of the Belgian Code of Companies and Associations and the 2020 Corporate Governance Code, the maximum term for directors is limited to twelve years. The directors are appointed at the general meeting by the shareholders. The Board of Directors exclusively recommends candidates who have been proposed by the Nomination & Remuneration Committee. The Nomination & Remuneration Committee takes the principle of reasonable representation of significant stable shareholders into account, and any shareholder who holds at least 25% of the shares has the right to nominate directors for appointment pro rata to their shareholding. On 24 May 2024, the Belgian State transferred its shares in Proximus to the Federal Holding and Investment Company (SFPIM). Currently, there are seven directors appointed by the General Shareholders' Meeting upon the proposal of the Belgian State through the SFPIM. All other directors must be independent within the meaning of article 7:87 of the Belgian Code of Companies and Associations and of the 2020 Corporate Governance Code, and, at any time, the Board needs to have at least three independent directors. Composition of the Board of Directors Members of the Board of Directors appointed by the General Shareholders' Meeting upon proposal of the Belgian State/SFPIM Name Gender* Age Position Term Stefaan De Clerck 1 M 74 Chairman 2013-2026 Guillaume Boutin 2 M 51 Chief Executive Officer 2019-2025 Stijn Bijnens 3 M 57 Chief Executive Officer 2025-2026 Karel De Gucht 4 M 72 Director 2015-2025 Béatrice de Mahieu F 53 Director 2022-2026 Franck-Philippe Georgin 5/6 M 45 Director 2025-2026 Audrey Hanard F 40 Director 2022-2026 Koen Kennis 5 M 59 Director 2025-2029 Ibrahim Ouassari 4 M 47 Director 2021-2025 Claire Tillekaerts F 69 Director 2022-2026 * F: Female / M: Male By decision of the General Shareholders' Meeting (AGM) of 16 April 2025 the mandate of Stefaan De Clerck has been extended until the AGM of 2026. Guillaume Boutin resigned as CEO on 17 April 2025 and as director on 15 May 2025. The Board of Directors appointed Stijn Bijnens as CEO on 13 June 2025, applicable as of 1 September 2025 and coopted him as director on 18 September 2025 until the AGM of 15 April 2026. The mandates of Karel De Gucht and Ibrahim Ouassari ended at the AGM of 16 April 2025. By decision of the AGM of 16 April 2025 Franck-Philippe Georgin and Koen Kennis were appointed as directors until the AGM of 2029. Franck-Philippe Georgin resigned as director on 6 February 2026. Independent members of the Board of Directors Name Gender* Age Position Term Caroline Basyn F 64 Independent Director 2024-2028 Cécile Coune F 63 Independent Director 2023-2027 Martin De Prycker M 71 Independent Director 2015-2027 Catherine Rutten F 57 Independent Director 2019-2027 Joachim Sonne M 51 Independent Director 2019-2028 Catherine Vandenborre F 55 Independent Director 2014-2026 Luc Van den hove M 66 Independent Director 2016-2028 * F: Female / M: Male Attendance Board of Directors and Committee meetings In 2025, 13 meetings of the Board of Directors were held, 5 meetings of the Audit & Compliance Committee, 9 of the Nomination & Remuneration Committee, and 2 of the International Committee. Name Board (total 13) ACC (total 5) NRC (total 9) IC (total 2) Stefaan De Clerck 1 13/13 2/2 9/9 2/2 Guillaume Boutin 2 5/6 Stijn Bijnens 3 4/4 Caroline Basyn 12/13 2/2 Cécile Coune 11/13 9/9 Karel De Gucht 4 5/5 1/1 Béatrice de Mahieu 13/13 3/3 Martin De Prycker 13/13 9/9 Franck-Philippe Georgin 5/6 8/8 2/2 Audrey Hanard 12/13 3/3 Koen Kennis 5 3/8 Ibrahim Ouassari 4 5/5 Catherine Rutten 12/13 5/5 Joachim Sonne 13/13 5/5 2/2 Claire Tillekaerts 13/13 9/9 2/2 Catherine Vandenborre 13/13 5/5 Luc Van den hove 12/13 8/9 2/2 ACC: Audit & Compliance Committee; NRC: Nomination & Remuneration Committee; IC: International Committee By decision of the General Shareholders' Meeting (AGM) of 16 April 2025 the mandate of Stefaan De Clerck has been extended until the AGM of 2026. Guillaume Boutin resigned as CEO on 17 April 2025 and as director on 15 May 2025. The Board of Directors appointed Stijn Bijnens as CEO on 13 June 2025, applicable as of 1 September 2025 and coopted him as director on 18 September 2025 until the AGM of 15 April 2026. The mandates of Karel De Gucht and Ibrahim Ouassari ended at the AGM of 16 April 2025. By decision of the AGM of 16 April 2025 Franck-Philippe Georgin and Koen Kennis were appointed as directors until the AGM of 2029. Koen Kennis respected a cooling-off period until September 2025. Franck-Philippe Georgin resigned as director on 6 February 2026. Diversity at the Board of Directors The Board of Directors takes into account how it will enhance the diversity of the Board of Directors with respect to gender, age, and nationality when replacements and appointments are considered. The diversity characteristics of the Board of Directors can be visualized as follows: 50% women 50% men Gender 86% Belgian 7% French Nationality 7% German

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