Proximus SA — M&A Activity 2021

Dec 16, 2021

Brussels, 16 December 2021, 22.30 CET – Regulated and inside information

Proximus' fast-growing subsidiary TeleSign intends to go public at an Enterprise Value of \$1.3 Billion via a business combination with North Atlantic Acquisition Corporation

TeleSign, a leading provider of digital identity and CPaaS Software Solutions for Global Enterprises, and North Atlantic Acquisition Corporation ("NAAC"), a special-purpose acquisition company (SPAC) focusing on global opportunities in the technology space, announced today that they have entered into a definitive business combination agreement with the intention to go public. The total capital raised will be up to approximately \$487 million, including a committed Private Investment in Public Equity (PIPE) of \$107.5 million from SFPI-FPIM, Finance Brussels and a group of Belgian investors and up to \$379.5 million from NAAC. The transaction is expected to close in Q2 2022.

TeleSign, a compelling growth story

The Proximus Group acquired TeleSign in 2017 through its then majority-owned subsidiary BICS. Since February 2021, Proximus has had sole ownership of TeleSign and helped the company in scaling globally, developing its industry leading digital identity access platform.

TeleSign is a pioneer and leader in connecting, protecting and defending the world's leading brands and their customers as they engage in the digital economy. TeleSign provides solutions for security, authentication, fraud detection, compliance and reputation scoring through its easy-to-integrate APIs. Its unique software platform has been developed over the last 15 years, and continually enhanced via its proprietary machine learning algorithms. TeleSign is a trusted partner to companies with a global footprint, including 8 of the 10 world's largest digital enterprises¹ . With its comprehensive digital identity portfolio and experienced new leadership team in place since early 2021, TeleSign is well positioned to capture growth opportunities.

A unique strategic momentum to unlock the full potential of TeleSign

The intended public listing of TeleSign marks a crucial strategic opportunity for the Proximus Group to unlock the full value of TeleSign. With today's transaction, TeleSign aims to accelerate its investment and fund its growth to further reinforce its position as digital identity provider as well as build out its international organization. Its future growth will be driven primarily by geographical expansion (in EMEA, APAC and LATAM), focus on new customer segments (including mid-market and SMB), as well as a broadening use case portfolio (such as privilege access management and document verification) and a move up the value chain .TeleSign estimates its total addressable market will grow from \$18 billion in 2019 to approximately \$55 billion by 2024, a 24 % compound annual growth rate.² TeleSign is expecting to generate revenues of \$391 million in 2021, with an expected increase to approximately \$1.1 billion in 2026.

Proximus reiterates its commitment to keep a long-term majority ownership of TeleSign, driven by a strong belief in the company's growth and compelling equity story. This will reinforce the positioning of Proximus Group, and Belgium more broadly, in the domain of integrated digital identity on a global scale and is expected to have significant positive effects for Belgium's local innovation ecosystem including the contribution of Belgian talents and experts in AI, machine learning and cybersecurity.

All in all, this transaction allows an enhanced strategic and financial flexibility for TeleSign, ensures a continued exposure for the Proximus Group and its shareholders to the future growth and value creation, while benefiting the broader Belgian digital ecosystem.

¹ As measured by market capitalization on 14/12/2021.

² Source: Markets & Markets Analysis, IDC

Transaction Overview

TeleSign intends to go public via a business combination with North Atlantic Acquisition Corporation Ltd. (NASDAQ: NAAC), a publicly traded special purpose acquisition company, or SPAC, with \$379.5 million in trust. The transaction implies a pro forma TeleSign enterprise value of \$1.3 billion. It is estimated that posttransaction, TeleSign will have approximately \$437 million in net cash on the balance sheet (assuming no redemptions of the ordinary shares held by NAAC's shareholders and after transaction expenses). This includes a fully committed Private Investment in Public Equity (PIPE) of \$107.5 million from SFPI-FPIM, Finance Brussels and a group of Belgian investors to fund TeleSign's growth plans. Proximus Group is not selling any of its shares in the transaction and will own 66.5% of the combined company upon completion of the transaction (assuming no redemptions of the ordinary shares held by NAAC's shareholders).

This transaction is governed under US law and does not fall under the supervision of the FSMA.

The transaction, which has been approved by the boards of directors of TeleSign, Proximus Group and NAAC, is expected to close in Q2 2022, subject to, amongst other things, SEC review, approval of NAAC shareholders, regulatory approvals and the satisfaction of other customary closing conditions. As part of the agreement, NAAC has agreed to relocate its country of incorporation to the United States (Delaware), a firm condition which will be fully executed in conjunction with the closing of the transaction.

Upon closing, the combined operating entity will be renamed "TeleSign, Inc." and will continue to be led by Mr. Burton as CEO, along with his experienced management team. The shares of the common stock are expected to trade on NASDAQ.

Guillaume Boutin, CEO of Proximus:

"Since its integration in the Proximus Group, TeleSign has evolved quickly to become a leading player in secure authentication and digital identity, and a trusted partner for many of the world's most renowned brands. I am convinced that a public market listing is the most logical route to leverage TeleSign's full potential and create additional value for Proximus shareholders. More broadly, I believe that, thanks to the unique characteristic of a global asset as part of a locally anchored group, Proximus Group can act as an accelerator of Belgium's digital agenda, generating attractive opportunities for local talent and bringing Belgium into a globally leading position in integrated digital identity. I have full confidence in Joe and his team to guide TeleSign to the next level on its impressive growth track."

Joe Burton, CEO of TeleSign:

"TeleSign empowers companies to transact, communicate and engage with their customers safely and securely. Building and maintaining continuous trust is our commitment to making the digital economy possible. This transaction will allow us to increase our global trajectory and deliver our solutions where they are needed the most."

Gary Quin, CEO of NAAC:

"The global digital economy has never been more integral to people's lives than today, and for it to expand, transactions of all kinds need to remain fast, safe and reliable. From fraud management, authentication and access management to secure CPaaS, TeleSign is a leader in these critical areas.This is a great business combination, and by facilitating TeleSign's intended introduction to public equity markets we can accelerate its next phase of growth, addressing the underserved digital identity and engagement space. This combination fits perfectly with our stated objectives and I look forward to serving on the board of the combined operating entity and partnering with the teams at TeleSign and Proximus."

Additional information

TeleSign's press release and investor presentation can be found by accessing the TeleSign Investor Page, www.telesign.com/investors.

Advisors

Morgan Stanley & Co. LLC ("Morgan Stanley") acted as sole financial advisor to Proximus Group. Linklaters LLP acted as legal counsel to Proximus Group.

More info at www.proximus.com/press

Press Relations department: +32 2 202 44 44

Haroun Fenaux +32 476 60 03 33 Fabrice Gansbeke +32 472 050 702

Investor Relations department: +32 2 202 82 41

investor.relations@proximus.com

Media Contact for TeleSign: Kristi Melani

kmelani@telesign.com

Investor Relations Contact for TeleSign: Mark Roberts Mark@blueshirtgroup.com

Media contact for North Atlantic Acquisition Corp.

John West jwest@belvederepr.com

Llew Angus langus@belvederepr.com

About Proximus

Proximus Group (Euronext Brussels: PROX) is a provider of digital services and communication solutions operating in the Belgian and international markets. Delivering communication and entertainment experiences for residential consumers and enabling digital transformation for enterprises, we open up a world of digital opportunities, so people live better and work smarter. Thanks to advanced interconnected fixed and mobile networks, Proximus provides access anywhere and anytime to digital services and data, as well as to a broad offering of multimedia content. Proximus is a pioneer in ICT innovation, with integrated solutions based on IoT, data analytics, cloud and security.

Proximus has the ambition to become the reference operator in Europe through next generation networks, a truly digital mindset and a spirit of openness towards partnerships and ecosystems, while contributing to a safe, sustainable, inclusive and prosperous digital Belgium.

In Belgium, Proximus' core products and services are offered under the Proximus, Mobile Vikings and Scarlet brands. The Group is also active in Luxembourg as Proximus Luxembourg SA, under the brand names Tango and Telindus Luxembourg, and in the Netherlands through Telindus Netherlands. The Group's international carrier activities are managed by BICS, a leading international communications enabler, one of the key global voice carriers and the leading provider of mobile data services worldwide. With TeleSign, the Group also encompasses a fast-growing leader in digital identity services, serving the world's largest internet brands, digital champions and cloud native businesses.

With 11,423 employees, all engaged to offer customers a superior experience, the Group realized an underlying Group revenue of EUR 5,479 million end-2020.

For more information, visit www.proximus.com and www.proximus.be.

About TeleSign

TeleSign provides continuous trust to leading global enterprises by connecting, protecting and proactively defending their digital identities. TeleSign verifies over five billion unique phone numbers a month, representing half of the world's mobile users, and provides critical insight into the remaining billions. The company's powerful AI and extensive data science deliver identity with a unique combination of speed, accuracy and global reach. TeleSign solutions prevent fraud, secure communications and enable the digital economy by allowing companies and customers to engage with confidence. Learn more at www.telesign.com and follow us on Twitter at @TeleSign.

About NAAC

NAAC is blank check company, also commonly referred to as a SPAC, formed for the purpose of effecting a business combination with a company with global ambition, with a primary focus on the consumer, industrials and TMT sectors in Europe or North America, where the Board has multiple decades of experience and where they believe SPAC activity is currently underdeveloped.