Banque nationale de Belgique

Proxy Solicitation & Information Statement • Apr 17, 2015

PROXY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE NATIONAL BANK OF BELGIUM ON 18 MAY 2015

The undersigned:
Surname, first name
Domicile:
owner of share(s) in the NATIONAL BANK OF BELGIUM, hereby declare that I assign full power to:
Surname, first name
Domicile:
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 me 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, 18 May 2015 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 2014

3° Fixing of the date for payment of the dividend Proposal for a decision:

In order to conform with market norms, it has been decided to put back the date for payment of the dividend from the fifth to the fourth bank working day following the Ordinary General Meeting. This new rule shall apply for the first time to dividends distributed after the 2015 Ordinary General Meeting.

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

For
Against
Abstention

4° Statutory elections:

Proposals for decisions:

(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 Mrs Michèle Detaille

For Mrs Michèle Detaille

For Mrs Christine Lhoste

Abstention

Renewal of the term of office of Mrs Sonja Debecker

For Mrs Sonja Debecker

For Mr Rudy Gotzen

Abstention

Renewal of the term of office of Mr Marc Leemans

For Mr Marc Leemans

For Mrs Marie-Hélène Ska

Abstention

Renewal of the term of office of Mr Pieter Timmermans

For Mr Pieter Timmermans

For Mr Philippe Lambrecht

Abstention

Censors: Renewal of the term of office of Mr Jean-François Hoffelt

For Mr Jean-François Hoffelt

Abstention

Renewal of the term of office of Mr Bernard Jurion

For Mr Bernard Jurion

Abstention

Renewal of the term of office of Mrs Christ'l Joris

For Mrs Christ'l Joris

Abstention

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.