Proximus SA — M&A Activity 2022

Jun 30, 2022

Brussels, 30 June 2022, 23.30 CET – Regulated and inside information

The envisioned business combination between Proximus' subsidiary Telesign and NAAC has been terminated

The previously announced business combination agreement between Proximus' fast-growing US-based subsidiary Telesign and NAAC, dated December 16, 2021, has been terminated, as the customary conditions precedent (including the minimum cash condition) required to close the transaction were not met by June 30 as stipulated in the business combination agreement.

This decision, which is a result of the high volatility in market trading linked to the external macro-economic environment, implies that the intended public listing of Telesign through a deSPAC transaction with NAAC will not take place. Proximus remains fully committed to further supporting Telesign's future growth.

Since the announcement of the envisioned business combination in December 2021, the market conditions for public listings have significantly deteriorated due to external macro-economic factors.

Despite these external circumstances impeding the envisioned public listing of Telesign through a business combination with NAAC, Proximus' fast-growing subsidiary in the digital identity and CPaaS is well equipped to pursue its growth trajectory. As the first-quarter 2022 results have underlined once again, Telesign has shown that it delivers upon a sound strategy and is on track to further reinforce its position as a leading digital identity and CPaaS provider.

Proximus is convinced that the mid- and long-term value creation generated by Telesign is not affected. Having completed all the preparatory steps required to become a public company, and benefiting from a strong commercial momentum, the company is ready to continue its strategic growth trajectory. Proximus remains fully committed to supporting Telesign in capturing growth opportunities to leverage its full potential and remains open to all available options to accelerate that growth. The funding needs of Telesign to realise its published growth trajectory are estimated to be around USD 90 million, spread over the 2022-2024 timeframe. Proximus will be considering different routes for this funding.

Guillaume Boutin, CEO of Proximus:

"We regret that the market conditions do not enable the envisioned business combination between Telesign and NAAC, despite the strong commercial performance of Telesign in recent quarters. We remain as confident as ever in Telesign's future growth, sound strategy and strong value propositions. We are very satisfied with Telesign's track record so far and reiterate our commitment to further supporting its growth trajectory, driven by a strong belief in the company's potential and compelling equity story."

Joe Burton, CEO of Telesign:

"In light of current market conditions, we believe that the best course of action for Telesign is to remain private for the near-term. We will revisit this strategy when overall market conditions improve. While difficult, this decision does not impact our ability to execute on our long-term objectives. We continue to see accelerating demand for our Digital Identity offering and the entire management team is fully committed to pursuing this opportunity."

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

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 11,532 employees, all engaged to offer customers a superior experience, the Group realized an underlying Group revenue of EUR 5,578 million end-2021.

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.