Banque nationale de Belgique

Proxy Solicitation & Information Statement • Apr 17, 2020

PROXY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE NATIONAL BANK OF BELGIUM ON 18 MAY 2020

The undersigned:

Natural person
Surname and first name: Address: owner of hereby gives proxy to:	share(s) in the National Bank of Belgium, Mr Pierre WUNSCH, Governor of the National Bank of Belgium
Legal person:
Name and legal form:
Registered office:
Company number:
Lawful representative:
Mr/Ms	position:	and
Mr/Ms	position:
owner of	share(s) in the National Bank of Belgium,
hereby gives proxy to:
	Mr Pierre WUNSCH, Governor of the National Bank of Belgium

to

• represent the mandator at the Ordinary General Meeting of Shareholders of the National Bank of Belgium, to be held on Monday 18 May 2020 at 14.00 pm,
• to take part in all deliberations in accordance with the agenda,
• 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.

Pursuant to Article 7:143, §4 of the Companies and Associations Code, the proxy holder, being a member of the Bank's Board of Directors, is not authorised to vote on behalf of the shareholder unless he has specific voting instructions for each item on the agenda.

AGENDA FOR THE MEETING

• 1. Introductory statement by the Governor
• 1. Report on operations during the financial year ending 31 December 2019
• 1. Statutory elections

Proposals for decisions: election of Robert Vertenueil, Danny Van Assche, Eric Mathay, Claire Tillekaerts, Mia De Schamphelaere, Géraldine Van der Stichele, Véronique Thirion, Estelle Cantillon, Christophe Soil and Marjan Maes as regents

(tick the appropriate box - see box above)

Election of Mr Robert Vertenueil

• For Mr Robert Vertenueil
• For Mr Jean-François Tamellini
• Against
• Abstention

Election of Mr Danny Van Assche

• For Mr Danny Van Assche
• For Mr Johan Bortier
• Against
• Abstention
• Election of Mr Eric Mathay
• For Mr Eric Mathay
• For Mr Jean Baeten
• Against
• Abstention

Election of Ms Claire Tillekaerts

• For Ms Claire Tillekaerts
• For Ms Katrien Van den broeck
• Against
• Abstention

Election of Ms Mia De Schamphelaere

• For Ms Mia De Schamphelaere
• For Ms Caroline Deiteren
• Against
• Abstention

Election of Ms Géraldine Van der Stichele

• For Ms Géraldine Van der Stichele
• For Ms Sophie Heuskin
• Against
• Abstention

Election of Ms Véronique Thirion

• For Ms Véronique Thirion
• For Ms Marie-Noëlle Vanderhoven
• Against
• Abstention

Election of Ms Estelle Cantillon

• For Ms Estelle Cantillon
• For Ms Estelle Ceulemans
• Against
• Abstention

Election of Mr Christophe Soil

• For Mr Christophe Soil
• For Mr Luc Denayer
• Against
• Abstention

Election of Ms Marjan Maes

• For Ms Marjan Maes
• For Ms Anneleen Dammekens
• Against

• Abstention

• Renewal of the office of the company auditor

Proposal for decision, upon proposal from the audit committee: renewal of the office of Mazars Bedrijfsrevisoren/Réviseurs d'entreprises, represented by Dirk Stragier, for an indexed annual fee of EUR 80,500 for their statutory audit assignment

(tick the appropriate box - see box above)

For

Against

Abstention

In the case of extra items added to the agenda and proposals for decisions relating thereto in accordance with Article 7:130 of the Companies and Associations Code after notification of this proxy, the proxy holder:

(tick the appropriate box)

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

must abstain

Done at	(date)
THE SHAREHOLDER

(Signature)