Proximus has reached an agreement with Eurofiber to acquire its 50.01% stake in Unifiber (a joint venture between the two companies, rolling out fiber-to-the-home in Wallonia) in a transaction that values that stake in Unifiber at EUR 75 million (implying an Enterprise Value of approximately EUR 560 million). The transaction increases Proximus’ ownership of fiber-to-the-home in Wallonia and is expected to create long-term value through financial and operational synergies as well as a streamlined governance. The agreement is the result of a review by Unifiber’s shareholders of the company’s long-term ownership and funding framework.

Unifiber will continue to serve fiber-to-the-home wholesale customers within an open network set-up. As Unifiber will now be fully consolidated, Proximus is also updating its financial outlook to reflect this transaction, along with the latest view following the signed long-form agreement for fiber collaboration in Flanders.

Unifiber has completed the most capital-intensive fiber rollout phase across well above 300,000 living units, with approximately 230,000 of those now qualifying as Homes passed, and installed nearly all required points of presence. Proximus currently serves as anchor tenant on the network. The signed Memorandum of Understanding between Proximus and Orange Belgium outlines the intended onboarding of Orange Belgium customers on Unifiber’s infrastructure, subject to regulatory approval, which would further optimize network utilization.

Unifiber will continue to operate as a standalone entity within the Proximus Group. The transaction ensures continuity for local authorities, retail service providers and wholesale customers. The open-access nature of the network and existing service commitments remain unchanged.

Transaction financials and value-accretive levers

Acquiring Eurofiber’s 50.01% stake for the agreed EUR 75 million, represents an opportunity for Proximus to accelerate its strategy of fully owning its digital infrastructure, considering the significant operational progress achieved so far and the promising upside potential from increased network utilization, positioning the transaction as a strategic investment with substantial future value.

To date, Unifiber’s deployment has been funded mainly through EUR 390 million of bank debt drawn by Unifiber, EUR 130 million of equity injections (EUR 65 million by each shareholder) and a EUR 20 million convertible bond provided by Proximus. Despite inflationary headwinds over recent years, Unifiber has kept deployment costs per home broadly stable.

By acquiring full ownership, Proximus will control and fund the remaining Fiber homes still to be deployed, and expects to create long-term value through several levers:

• financial and operational synergies, mainly driven by debt refinancing at Group level, operational integration, process and IT optimization;
• simplified funding structure managed within the Proximus Group, with no further equity injections into a non-consolidated joint venture;
• network access costs elimination within the Unifiber footprint, reducing the anticipated increase in Domestic Cost of Sales and supporting the Domestic EBITDA profile;
• neutralizing Proximus future IRU working-capital outflows and benefiting from third party inflows to Unifiber;
• greater strategic flexibility to optimize execution and cost efficiency of the remaining fiber deployment in Wallonia, while maintaining Unifiber’s targeted 600,000 homes-passed scope;
• increased value capture from a network with strong utilization potential, in view of the potential future onboarding of Orange Belgium customers, subject to regulatory approval.

The agreement was signed on 27 May 2026 and will close in the course of today, 28 May 2026, in line with applicable procedures.

Update on 2026 guidance and financial ambition

Following the transaction, Unifiber is now fully consolidated in the Proximus Group, bringing Unifiber’s debt, positive operating results and remaining fiber CapEx into Proximus’ consolidated financial statements. Therefore, Proximus has reviewed its previously announced financial ambitions over the period 2025-2030, reflecting the consolidation of Unifiber, as well as updates following the signed long-form agreement with Telenet-Wyre in Flanders.

As a result, Proximus updates its financial outlook as follows (financial ambitions assume the close of Collaboration agreements, subject to approval):

• Domestic Services Revenue expectations remain unchanged; i.e. broadly stable for 2026, and growing over the 2-year period 2026-2028 (+1% to +2% CAGR).
• Domestic EBITDA to remain broadly stable over 2026 and expected to improve to a slight growth over the 2-year period 2026-2028, driven by the structural elimination of network access costs to Unifiber.
• The 2026 CapEx is estimated to be up to EUR 1.3 billion. With 2027 considered as the peak-investment year, the CapEx will significantly trend down as from 2028 and be close to EUR 1.1 billion by 2030, in line with the fiber rollout progress.
• The FY 2026 organic FCF is expected to be around EUR 50 million, mainly reflecting the CapEx consolidation, partly offset by the elimination of working capital outpayments. The cumulative impact of the increased CapEx over the 2026-2030 period will be offset by the aforementioned levers and the improved share of value as per final agreement signed for Fiber collaboration in Flanders. As such,the organic FCF is expected to be above EUR 100 milllion for 2027 and gradually improving to the ambitioned EUR 400 million by 2030.
• The Net debt/EBITDA ratio is expected to remain below 3.0x over the 2026-2028 period.

Proximus reconfirms the shareholder remuneration policy announced at the Capital Markets Day of 27 February 2026 and intends to propose a gross dividend of EUR 0.30 per share over the result of 2026, EUR 0.40 per share over the result of 2027 and EUR 0.50 per share over the result of 2028, payable in one annual instalment.