Banque nationale de Belgique

AGM Information • Apr 13, 2017

PROXY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE NATIONAL BANK OF BELGIUM ON 15 MAY 2017

The mandator (precise name):
Legal form:
Registered office:
Validly represented by:
Mr/Mrs		position:	and
Mr/Mrs		position:
owner of power to:	share(s) in the NATIONAL BANK OF BELGIUM, hereby declare assigning full
Mr/Mrs:
Position:

Pursuant to Article 547bis, §4 of the Companies Code, in the event of any potential conflict of interests between a shareholder and his appointed representative, the representative is not authorised to exercise the voting right on behalf of the shareholder unless he has specific voting instructions for each item on the agenda. Without that, proxies will not be valid.

Conflicts of interest exist in particular if the representative:

1° is the Bank, is a shareholder who controls the Bank or is another entity controlled by such a shareholder;

2° is a member of the Bank's Board of directors, or a member of the management bodies of a shareholder who controls the Bank or a controlled entity referred to in 1°;

3° is an employee or external auditor of the Bank or of the Bank's controlling shareholder or of a controlled entity referred to in 1°;

4° is related to a natural person referred to in 1° to 3° or is the spouse or legal partner of such a person, or of a relation of such a person.

Proxies returned to the Bank without indicating a representative will be deemed to be addressed to the chairman of the Board of Directors and consequently fall within the scope of potential conflicts of interest. They will not be valid unless voting instructions are indicated for each item on the agenda.

to

• represent the mandator at the ordinary general meeting of shareholders of the NATIONAL BANK OF BELGIUM, to be held at 1000 Brussels, rue Montagne aux Herbes Potagères/Warmoesberg 61, on Monday, 15 May 2017 at 14.00 hrs,
• to take part in all deliberations in accordance with the agenda,
• cast all votes which the representative considers appropriate,
• in the event of a conflict of interests as mentioned above, to vote in accordance with the specific voting instructions indicated below, and
• for that purpose to sign any documents, elect domicile, make substitutions and generally do everything necessary or appropriate.

AGENDA FOR THE MEETING

• 1° Introductory statement of the Governor
• 2° Report on operations during the financial year ending 31 December 2016

3° Statutory elections:

Proposals for decisions:

• Regents: renewal of the terms of office of Messrs Didier Matray and Karel Van Eetvelt election of Mr Yves Prete to replace Mr Jean-François Cats
• Censors: renewal of the terms of office of Messrs Jean Eylenbosch and Grégoire Koutentakis election of Mr Mario Coppens, Mrs Claire Tillekaerts and Mr Edwin De Boeck to replace Mr Jan Vercamst, Mrs Christ'l Joris and Mr Carl Devlies, respectively

(tick the appropriate box if you are in the situation of a potential conflict of interests - see box above)

Regents: Renewal of the term of office of Mr Didier Matray

• For Mr Didier Matray For Mr Eric Mathay Against Abstention Renewal of the term of office of Mr Karel Van Eetvelt For Mr Karel Van Eetvelt For Mr Johan Van Gompel Against Abstention Replacement of Mr Jean-François Cats For Mr Yves Prete For Mr Olivier de Wasseige
• Against
  • Abstention

Censors: Renewal of the term of office of Mr Jean Eylenbosch

For
Against
Abstention

Renewal of the term of office of Mr Grégoire Koutentakis

For
Against
Abstention

Election of Mr Mario Coppens to replace Mr Jan Vercamst

For
Against
Abstention
Election of Mrs Claire Tillekaerts to replace Mrs Christ'l Joris
For
Against
Abstention

Election of Mr Edwin De Boeck to replace Mr Carl Devlies

For
Against
Abstention

4° Appointment of a company auditor:

Proposal for decision, upon proposal from the audit committee: appointment of Mazars Bedrijfsrevisoren/ Réviseurs d'entreprises, represented by Mr Dirk Stragier, for an annual fee of 95.600 euro. (tick the appropriate box if you are in the situation of a potential conflict of interests - see box above)

In the case of extra items added to the agenda and proposals for decisions relating to them in accordance with Article 533ter of the Companies Code after notification of this proxy, the representative: (tick the appropriate box)

	is authorised to vote on the new items entered on the agenda
--	--------------------------------------------------------------	--	--	--	--

must abstain

Done at (date)

THE SHAREHOLDER (Signature) (1)

(1) If the form is completed electronically, it must bear an electronic signature conforming to the legal requirements concerning electronic signatures.