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, on the basis of a comply-or-explain approach, the 2020 Belgian Corporate Governance Code.

This Remuneration Policy has been approved by the General Meeting of Shareholders of Proximus on 21 April 2021. The General Meeting of Shareholders of Proximus of 19 April 2023 has approved a few changes brought to this Remuneration Policy, which remains applicable within Proximus until April 2025, 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.