Groupe Bruxelles Lambert SA — Proxy Solicitation & Information Statement 2013

Mar 22, 2013

G R O U P E B R U X E L L E S L A M B E R T

Limited Liability Company Registered office: avenue Marnix 24 – 1000 Brussels Enterprise number: 0407.040.209 – RLE Brussels

Ordinary General Shareholders' Meeting of Groupe Bruxelles Lambert ("GBL")

to be held on Tuesday 23 April 2013 at 3 p.m. at the registered office (Auditorium Jacques Thierry, level -1), avenue Marnix 24, 1000 Brussels

PROXY

If you wish to be represented at this Meeting by a proxy, please return this form completed, at the address given at the end of the document.

The undersigned,

Surname, first name/Company name:
Address/Registered office:
Owner of ……………………….	registered GBL shares and/or of ……………………………………	dematerialised

GBL shares registered with the following authorised account holder or financial institution: ...........................................................................................................................................................................................

will be represented at the General Shareholders' Meeting for the total number of shares for which he/she wishes to exercise voting rights, limited, however, to the number of shares for which ownership will have been established on the registration date, that is, at midnight on 9 April 2013 (Belgian time).

DECLARES that he/she has been informed that the Ordinary General Shareholders' Meeting of Groupe Bruxelles Lambert will be held on Tuesday 23 April 2013 at 3 p.m. at the registered office (Auditorium Jacques Thierry, level -1), avenue Marnix 24, 1000 Brussels.

WISHES to be represented at this Meeting (as well as at any other Meetings that may be held at a later time with the same agenda following the adjournment, the suspension or the re-convening of the Meeting of 23 April 2013).

TO THIS EFFECT, AUTHORISES, with power of substitution, the person named below to vote on his/her behalf on all items on the agenda, in accordance with the voting instructions set out below:

Surname, first name¹ ..................................................................................................................................................... ..................................................................................................................................................... Address: ..................................................................................................................................................... .....................................................................................................................................................

¹ Note: rules applicable to situations of potential conflict of interest A potential conflict of interest may arise, in particular, from:

• the appointment as proxy of: (i) GBL or one of its subsidiaries; (ii) a member of the Board of Directors of GBL; (iii) an employee or Statutory Auditor of GBL; (iv) a relative of a natural person who is one of the persons referred to in (i) through (iii) or of a spouse or legal cohabitant of such a person or of the relative of such a person;
• the failure to appoint a proxy, in which case GBL will appoint a member of its Board of Directors or one of its employees as proxy.

In the event of potential conflict of interest, the following rules shall apply:

• 1. "the proxy must divulge the precise details that are relevant in order to enable the shareholder to assess the risk that the proxy may pursue an interest other than that of the shareholder" (Article 547bis, §4, 1° of the Companies Code). In this regard, a Director will be inclined, without express instructions from the principal, to vote systematically in favour of the proposed resolutions drawn up by the Board of Directors. The same is true of an employee who may find himself or herself in a relationship of subordination with GBL.
• 1. "the proxy is authorised to exercise the right to vote on behalf of the shareholder only on condition that he/she has specific voting instructions for each item on the agenda" (Article 547bis, §4, 2° of the Companies Code). GBL therefore asks that you give specific instructions by ticking a box for each item on the agenda. In the absence of specific voting instruction for a given agenda item on this form, the shareholder will be assumed to have given the proxy specific instructions to vote in favour of that item.

A. Voting instructions regarding the items on the agenda

The proxy shall vote or abstain on behalf of the undersigned in accordance with the voting instructions set out below. In the absence of voting instructions for one or several proposed decision(s), or if for any reason whatsoever the instructions given by the principal are unclear, the proxy shall always vote in favour of the proposed decision(s).

1. Management report of the Board of Directors and reports of the Statutory Auditor on the financial year 2012

This item does not require a vote.

2. Financial Statements for the year ended 31 December 2012

2.1. Presentation of the consolidated financial statements for the year ended 31 December 2012.

This item does not require a vote.

2.2. Approval of annual accounts for the year ended 31 December 2012.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

3. Discharge of the Directors

Proposal for the discharge to be granted to the Directors for duties performed during the year ended 31 December 2012.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

4. Discharge of the Statutory Auditor

Proposal for the discharge to be granted to the Statutory Auditor for duties performed during the year ended 31 December 2012.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

5. Statutory appointments

5.1. Renewal of Directors' term of office

Proposal to re-elect for a four-year term, in their capacity as Director, whose current term of office expires at the end of this General Shareholders' Meeting:

Victor Delloye

	For 	Against 	Abstention 
	Maurice Lippens
	For 	Against 	Abstention 
	Michel Plessis-Bélair
	For 	Against 	Abstention 
	Amaury de Seze
	For 	Against 	Abstention 
	Jean Stéphenne
	For 	Against 	Abstention 
	Arnaud Vial
	For 	Against 	Abstention 

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

5.2. Appointment of Directors Proposal to appoint for a four-year term as Director: Christine Morin-Postel For Against Abstention Martine Verluyten For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

5.3. Ascertainment of the independence of Directors

Proposal to establish in accordance with Article 526ter of the Companies Code, the independence of the following Directors, subject to their appointment as Director referred to in the above item. These persons meet the different criteria laid down in Article 526ter of the Companies Code, included in the GBL Corporate Governance Charter:

Christine Morin-Postel

	For 	Against 	Abstention 
	Jean Stéphenne
	For 	Against 	Abstention 
	Martine Verluyten
	For 	Against 	Abstention 

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

5.4. Renewal of the Statutory Auditor's mandate

Proposal to renew the mandate of the Statutory Auditor, Deloitte Reviseurs d'Entreprises SC s.f.d. SCRL, represented by Michel Denayer, for a term of three years and to set this company's fees at EUR 75,000 a year, which amount is non indexable and exclusive of VAT.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

6. Remuneration report

Proposal to approve the Board of Directors' remuneration report for the year 2012.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

7. Long Term Incentive

7.1. Proposal to approve the new option plan on shares, referred to in the remuneration report in accordance with which the members of the Executive Management and the personnel may receive, as of 2013, options relating to existing shares of a subsidiary or sub-subsidiary of the company. These options may be exercised or transferred upon the expiration of a period of three years after their granting pursuant to Article 520ter of the Companies Code.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

7.2. To the extent necessary, proposal to approve all clauses of the aforementioned plan and all agreements between the company and the holders of options, giving these holders the right to exercise or to transfer their options prior to the expiration of the aforementioned period of three years in case of a change of control in the company, pursuant to Articles 520ter and 556 of the Companies Code.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

7.3. Proposal to set the maximum value of the shares to be acquired by the subsidiary or subsubsidiary in 2013 in the framework of the aforementioned plan at EUR 13.5 million.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

7.4. Report of the Board of Directors drawn up pursuant to Article 629 of the Companies Code with respect to the security referred to in the proposal of the following resolution.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

7.5. Pursuant to Article 629 of the Companies Code, to the extent necessary, proposal to approve the grant by GBL of a security to a bank with respect to the credit granted by that bank to the subsidiary or sub-subsidiary of GBL, permitting the latter to acquire shares in GBL in the framework of the aforementioned plan.

For Against Abstention

If no box has been ticked, the shareholder is assumed to have instructed the proxy to vote in favour of the proposed resolution.

8. Miscellaneous

B. Voting instructions on items and/or new/alternative decisions that may be added to the agenda at a later time, in accordance with Article 533ter of the Companies Code

In accordance with Article 533ter, §3 of the Companies Code, GBL shall provide shareholders with a new proxy form supplemented by any new items and/or new/alternative decisions that may be added to the agenda at a later time, thus enabling the shareholder to give the proxy specific voting instructions on those items.

The following voting instructions will only be applicable in the absence of specific voting instructions validly sent to the proxy after the date of this proxy form.

• 1. If, after the date of this proxy form, new items are added to the agenda of the meeting, the proxy shall (tick one of the two boxes):
• abstain from voting on these new items and the relevant proposals for decision
• vote on these new items and the relevant proposals for decision or abstain from voting if he/she deems it appropriate in view of the interests of the shareholder.

If the shareholder does not indicate a choice above, the proxy shall abstain from voting on the new agenda items and on the relevant proposals for decision.

In the event of a conflict of interest, the proxy shall always abstain from voting on the new agenda items and the relevant proposals for decision.

• 1. If, after the date of this proxy form, new/alternative decisions are proposed regarding items on the agenda, the proxy shall (tick one of the two boxes):
• abstain from voting on these new/alternative proposals for decision and vote or abstain from voting on the existing proposals for decision in accordance with the instructions set out above (sub. A.)
• vote on the new/alternative proposals for decision or abstain from voting if he/she deems it appropriate in view of the interests of the shareholder.

If the shareholder does not indicate a choice above, the proxy shall abstain from voting on the new/alternative proposals for decision and shall vote or abstain from voting on the existing proposals for decision in accordance with the instructions set out above (sub. A.).

Only in the case mentioned in paragraph B.2. above, the proxy may nevertheless deviate at the Meeting from the voting instructions set out above (sub. A.) if following those instructions would risk compromising the interests of the principal. If the proxy makes use of this faculty, he/she shall inform the principal.

In the event of a conflict of interest, the proxy shall always abstain from taking part in the vote on the new/alternative proposals for decision.

* * *

Done in ………………………………………………, on		…………………………………… 2013.
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Signature(s):

Name:

Title:

Legal persons must provide the surname, first name and title of the natural person signing this proxy form in their name. Similarly, in such cases the signatory hereby declares and guarantees to Groupe Bruxelles Lambert that he/she has the power to sign this proxy form on behalf of the legal person.

The proxies of a usufructuary and of a holder of naked ownership are valid only if made out jointly and drawn up in the name of the same proxy.

This entire document, duly completed and signed, must reach the company at the latest by Wednesday 17 April 2013 at the address given below:

Groupe Bruxelles Lambert

To the attention of Priscilla Maters

Avenue Marnix 24 – 1000 Brussels – Belgium

Fax: +32 (0)2/289.17.32

E-mail: ag-av@gbl.be

Please provide us with a telephone number and an email address where we can reach you if necessary:

Private:....................................................................................................

Office:.....................................................................................................

E-mail: ...............................................................................................................................................................