Banque nationale de Belgique

AGM Information • Apr 15, 2016

2016-04-15

Summons to the Ordinary General Meeting of the National Bank of Belgium

Regulated information distributed by the National Bank of Belgium on 15 April 2016

Shareholders of the NATIONAL BANK OF BELGIUM are invited to attend the Ordinary General Meeting to be held at the Bank, at 1000 Brussels, rue Montagne aux Herbes Potagères/Warmoesberg 61, on Tuesday, 17 May 2016 at 14.00 hrs.

The doors will open at 13.00 hrs. Shareholders are asked to arrive no later than 13.30 hrs in order to complete the admission formalities and sign the attendance list.

The agenda for this meeting is as follows:

• 1. Introductory statement of the Governor
• 1. Report on operations during the financial year ending 31 December 2015
• 1. Statutory elections:

Proposals for decisions:

• Regents: renewal of the terms of office of Messrs Gérald Frère and Rudy De Leeuw election of Messrs Pieter Verhelst and Jean-François Robe to replace Mrs Sonja De Becker and Mr Jean-Louis Six, respectively
• Censors: renewal of the term of office of Mrs Mia De Schamphelaere election of Messrs Herman Matthijs, Eric Mathay and Grégoire Koutentakis to replace Messrs Luc Carsauw and David Szafran and Mrs Christine Lhoste, respectively

Formalities to be completed for admission to the general meeting

a) Registration date

Pursuant to Article 536, § 2 of the Companies Code, the right to attend the general meeting and to vote at the meeting is subject to registration of the shares in the name of the shareholder on Tuesday 3 May 2016 at 24.00 hrs (Belgian time) - "registration date" -, either by entry in the register of registered shares or by entry in the accounts of an approved account keeper or clearing agency, regardless of the number of shares held by the shareholder on the date of the general meeting. Only persons who are shareholders on the registration date will be entitled to attend and vote at the general meeting.

b) Notification of the desire to attend the general meeting

Holders of dematerialised shares who wish to attend or be represented at the meeting must ask their bank or financial institution to issue a certificate indicating the number of shares held on the registration date and for which they have declared that they wish to attend the meeting. That certificate must reach the Bank, either by e-mail at: securities@nbb.be, or by post addressed to the National Bank of Belgium, Payments and securities service, boulevard de Berlaimont 14, 1000 Brussels, or by fax on 02 221 31 19, by no later than Wednesday, 11 May 2016.

Holders of registered shares, entered in the register of registered shares on the registration date, who wish to attend or be represented at the meeting are asked to notify the Bank by no later than Wednesday, 11 May 2016 of their intention to attend the general meeting, in accordance with the letter which was sent to them.

Shareholders wishing to be represented at the general meeting must complete the admission formalities mentioned above and fill in a proxy form which must reach the Bank either by e-mail at: securities@nbb.be (if the form is completed electronically, it must bear an electronic signature conforming to the legal requirements concerning electronic signatures), or by post, addressed to the National Bank of Belgium, Payments and securities service, boulevard de Berlaimont 14, 1000 Brussels, or by fax on 02 221 31 19, by no later than Wednesday, 11 May 2016. Proxy forms are available at the Bank's offices or on its website at www.nbb.be - Shareholders – General meeting.

Right to request the inclusion of items on the agenda and to submit proposals for decisions

Subject to the limits stipulated in Article 533ter of the Companies Code and in the Bank's Statutes, one or more shareholders together holding at least 3% of the authorised capital may request the inclusion of items on the agenda of the meeting, and submit proposals for decisions on the items included or to be included on the agenda. Such requests must reach the Bank either by e-mail at sdsafe@nbb.be, or by fax on 02 221 31 24, or by post addressed to the National Bank of Belgium, Secretariat service, boulevard de Berlaimont 14, Brussels, by Monday 25 April 2016 at the latest. If this right is exercised, a supplemented agenda will be published on Monday 2 May 2016 at the latest. More detailed information on the exercise of this right is available on the Bank's website.

Right to ask questions

Pursuant to Article 540 of the Companies Code, shareholders may submit written questions concerning items on the agenda, and the answers will be given at the meeting. Such questions must reach the Bank either by e-mail at sdsafe@nbb.be, or by fax on 02 221 31 24, or by post addressed to the National Bank of Belgium, Secretariat service, boulevard de Berlaimont 14, Brussels, by Wednesday, 11 May 2016 at the latest. More detailed information on the exercise of this right is available on the Bank's website.

Available documents

The corporate report, proxy forms and summons to the meeting are available on the Bank's website at www.nbb.be - Shareholders – General meeting. These documents are also obtainable on request from securities@nbb.be or by telephone on 02 221 46 56. Shareholders can also consult these documents at the Bank's head office (boulevard de Berlaimont 14, 1000 Brussels) on working days and during normal opening hours and/or may get copies of these documents free of charge.

For practical reasons, and unless a request to the contrary is submitted to the Payments and securities service by no later than Wednesday, 11 May 2016 by e-mail at securities@nbb.be, by telephone on 02 221 46 56, or by fax on 02 221 31 19, each shareholder will be given a single voting card valid both for votes in his own name and for his proxy votes.

Shareholders and representatives will be required to produce their identity card at reception. The Bank does not send confirmation letters to the registered shareholders.

Brussels, 15 April 2016

THE GOVERNOR Jan Smets NATIONAL BANK OF BELGIUM Limited liability company RLP Brussels – Company number 0203.201.340 Registered office: boulevard de Berlaimont 14, 1000 Brussels