Remuneration policy

Our company's remuneration policies and practices are overseen by our Nomination and Remuneration Committee ("NRC"), whose role and responsibilities are described in our Corporate Governance Statement published in our Annual Report. As a limited liability company under public law, we have adopted a governance model, in line with 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, based on a comply-or-explain approach, the 2020 Belgian Corporate Governance Code.

This Remuneration Policy has been adopted by the Board of Directors on 25 February 2021 upon proposal of the Nomination and Remuneration Committee. This policy has been approved during the General Meeting of Shareholders of Proximus of 21 April 2021 and has been updated during the General Meeting of Shareholders of Proximus of 19 April 2023. An updated version is proposed to the approval of the General Meeting of Shareholders of Proximus on 17 April 2024. Once approved, this policy will be applicable within Proximus as of that date for the next four years, unless significant changes in policy should be deemed necessary in the meantime.

We undertake to remunerate the members of the Board of Directors and of the Leadership Squad only in accordance with the remuneration policy as described in this document. Should the General Meeting not approve the remuneration policy, we shall continue to pay remuneration in accordance with our existing practices and the Board of Directors shall submit a revised policy for approval at the following General Meeting.

For the avoidance of doubt, to the extent the remuneration policy derogates from (article 7:121 junco) article 7:91 Belgian Code of Companies and Associations, the approval of the Remuneration Policy by the General Meeting of Shareholders shall be considered an explicit approval of such derogations.