Public announcement in accordance with article 7

97, §4/1 of the Belgian Companies and Associations Code (“BCAC”) concerning a capital increase by contribution in kind - Seite 2

Benefits of the transaction for the Company

The acquisition of the Contributed Shares by way of the contribution enables the Company to complete the acquisition of 100% of VOO without having to pay any cash consideration. As a result, the current right of Nethys to sell to the Company all of its class B shares issued by VOO for cash (the “Nethys Put Option”) will expire and the corresponding financial liability on the Company's balance sheet will disappear.

The acquisition of the Contributed Shares by way of a contribution also enables the Company to preserve its existing financial resources which can be used for other purposes, such as new investments or future growth opportunities.

The contribution will increase the Company's asset base and potentially unlock value-creating synergies for the Company and all shareholders. The contribution will help foster the development and integration of VOO and its subsidiaries' activities within the Company, creating a network and communications operator capable of offering a quadruple-play service. This strategic move is designed to ensure the sustainability and stimulate the sustained growth of the integrated business.

Finally, although the increase will result in dilution of existing shareholders due to the issue of New Shares, the long-term benefits of the proposed transaction - such as the expected synergies - are expected to have a positive impact and contribute to increasing the overall value of the Company. Dilution is an inevitable effect of any capital increase in kind, which in this case is offset by the benefits of acquiring valuable assets without immediate cash outlay.

In the context of the proposed contribution, it is intended that Nethys and ASB will enter into a shareholders' agreement granting Nethys the right to nominate candidates for two directorships in the Company, as well as veto rights over certain reserved matters.

Opinion of the Committee of Independent Directors

As the proposed contribution transaction falls within the scope of Article 7:97 of the Belgian Companies and Associations Code, the Company's board of directors has appointed a committee of three independent directors for the purpose of evaluating the contribution transaction described above. This committee, assisted by an investment bank, acting as an independent expert, and a law firm, issued a written and reasoned opinion on this subject to the Company's board of directors on 4 March 2024. In this opinion, the Committee of Independent Directors considers in particular that: