Proximus – 2019 UK Tax Strategy

Introduction

Proximus, a public limited company under Belgian Public Law (hereafter “the Company”), is the parent company of the Proximus Group, a telecommunication and ICT group operating in the Belgian as well as international markets, providing services to residential, enterprise and public customers. It is the majority shareholder of Codit Holding BV, the parent company of the Codit subgroup, a Belgium-headquartered IT services company and a market leader in business application integration, API Management, Microsoft Azure and Internet of Things. Codit Holding BV directly owns Codit UK (together with other UK subsidiaries directly or indirectly held by Proximus SA, referred to as “subsidiary UK companies”) .

This document, approved by the Board of Directors of Proximus SA sets out the Company’s Tax Strategy as it relates to UK taxation in compliance with schedule 19 of the Finance Act 2016. This document will be periodically reviewed by the Company’s Group Tax Function and any amendments will be approved by the Company’s Board of Directors. It is effective as of the financial year ending December 31, 2017 and will remain in effect until any amendments are approved by the Company’s Board of Directors.

Approach to Governance and Risk Management

The Company and its subsidiary UK companies are committed to managing its tax affairs in a responsible and transparent manner, in order to comply with the relevant tax legislation. The Company operates a structured and consistent Enterprise Risk Management Framework and a COSO based Internal Control System. The risk management and internal control systems are monitored by the Company’s Board of Directors, who are assisted and advised in this respect by a dedicated Audit & Compliance Committee.

While the Board of Directors executes general oversight over risk management and controls, the day-to-day management of UK tax risk is the responsibility of the Codit Finance Function, in cooperation with the Company’s Group Tax Function under the supervision of the Company’s Group Tax Director. The Chief Financial Officer of the Codit subgroup bears responsibility towards the Board of Directors of Codit Holding BV. The ultimate responsibility towards the Company’s Board resides with the Chief Financial Officer of the Company. The Chief Financial Officers will keep their respective boards informed of all relevant UK tax matters and seek their input as appropriate.

Tax Planning

The Company is supported by a dedicated team of tax experts to help it understand the impact of current and anticipated UK tax rules, to identify UK tax opportunities in legitimately responding to UK tax incentives and exemptions, allowing the Company to effectively and efficiently manage UK taxation. In particular, the company will seek to ensure that it is not subject to double taxation on any proposed transactions.

In doing so, the Company is committed to comply with UK tax laws and regulations, including timely compliance with filing, disclosure and payment obligations. It will not interpret UK tax laws and regulations in a way that falls foul of relevant anti-abuse standards and is guided by relevant international tax standards, including the OECD recommendations for responsible business conduct in a global context. It will therefore not implement transactions or strategies without sound business or commercial purpose, aside from the taxation consequences

Acceptable Levels of Risk Management

While the Company aims for certainty on the UK tax filing positions it adopts, it believes that a certain degree of tax risk and uncertainty is inevitable in the increasingly complex international environment it operates in. When facing uncertainty, the Company will seek external expertise and advance clearance as appropriate and where practicable. The company will ensure that its UK tax filing positions will (as a minimum) more likely than not be sustained based upon their technical merits under applicable tax laws.

Relationship with Tax Authorities

As the Company considers tax to be an important contribution to the communities in which it operates and a critical part of its corporate social responsibility, it seeks to develop a constructive dialogue with tax authorities regarding various aspects of taxation, regularly responds to government consultations and engages through industry bodies and chambers of commerce.

Given the limited size of its presence in the UK, the Company’s communication with HMRC primarily relates to UK tax compliance. In this respect, the company is supported by the services of external tax experts to interact with HMRC on its behalf. However, the company will ensure that any external tax advisors acting on its behalf will operate in accordance with this strategy.

In case of tax queries or technical disputes, the Company will work with UK tax authorities collaboratively, constructively and in mutual respect. At all times, the Company’s employees and external representatives involved in these interactions strictly adhere to the Company’s Code of Conduct.

Approved by the Board of Directors of Proximus, public limited company under Belgian public law, on December 14, 2017

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