MOBISTAR SOCIETE ANONYME AVENUE DU BOURGET 3 1140 BRUSSELS

RPM 0456.810.810 (BRUSSELS)

NOTICE OF A NOTICE A GENERAL MEETING OF SHAREHOLDERS GENERAL SHAREHOLDERS

The Board of Directors invites the shareholders to attend the annual, extraordinary and special general meeting, which will take place on 4 May 20 May 2011 at 11 am at Evere (1140 Brussels), avenue du Bourget 3.

The agenda for this meeting is as follows:

1. Presentation and discussion of the Board of Directors' management report on the company's annual accounts for the financial year ended 31 December 2010.
1. Report of the statutory auditor on the company's annual accounts for the financial year ended 31 December 2010.
1. Approval of the company's annual accounts for the financial year ended 31 December 2010 and appropriation of the results. Presentation of the annual consolidated accounts as at the same date.

Proposed resolution resolutionNo. 1:

'The general meeting approves the company's annual accounts for the financial year ended 31 December 2010, including the appropriation of the results as presented with distribution of a gross dividend of four euro and thirty cents (EUR 4.30) per share payable as follows:

gross payment of two euro and ninety cents (EUR 2.90) per share payable in exchange for coupon No. 12 (ordinary dividend) as follows:
* "Ex date" on 17 May 2011;
* "Record date" on 19 May 2011; and
* "Payment date" on 20 May 2011.
gross payment of one euro and forty cents (EUR 1.40) per share payable in exchange for coupon No. 13 (extraordinary dividend) as follows:
* "Ex date" on 16 August 2011;
* "Record date" on 18 August 2011; and
* "Payment date" on 19 August 2011.

An amount equal to one per cent (1%) of the consolidated net result after taxes has been reserved for an employee participation plan pursuant to the law of 22 May 2001 on the participation of workers in the capital and profit of companies.'

Discharge of the directors.

Proposed resolution resolutionNo. 2:

'The general meeting discharges the directors for fulfilling their mandate up to and including 31 December 2010.'

Discharge of the statutory auditor.

Proposed resolution Proposed resolutionresolutionNo. 3:

'The general meeting discharges the statutory auditor for fulfilling his mandate up to and including 31 December 2010.'

Board of Directors: appointment of directors.

Proposed resolution resolutionNo.4:

'The general meeting resolves to re-appoint Mr Jan STEYAERT* as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 5:

'The general meeting resolves to re-appoint Mrs Brigitte BOURGOIN-CASTAGNET* as director of the company for a term of three years. Her mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 6:

'The general meeting resolves to re-appoint Mrs Nathalie THEVENON-CLERE* as director of the company for a term of three years. Her mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 7:

'The general meeting resolves to re-appoint Mr Bertrand DU BOUCHER* director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014.'

Proposed resolution Proposed resolutionresolutionNo. 8:

'The general meeting resolves to re-appoint Mr Olaf MEIJER SWANTEE* as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 9:

'The general meeting resolves to re-appoint Mr Benoit SCHEEN* as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 10:

'The general meeting resolves to re-appoint WIREFREE SERVICES BELGIUM SA, represented by Mr Aldo CARDOSO* as director of the company for a term of three years. Its mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 11:

'The general meeting resolves to proceed to the final appointment of Mr Gérard RIES* (co-opted by the Board of Directors on 15 December 2010, in replacement of Mr Gervais PELLISSIER, resigning director) as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014.'

Proposed resolution resolutionNo. 12:

'The general meeting resolves to re-appoint Mr Eric DEKEULENEER* as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by Mr Eric DEKEULENEER that he meets the independence criteria set out in article 526ter of the Companies Code.'

Proposed resolution Proposed resolutionresolutionNo. 13:

'The general meeting resolves to appoint CONSEILS GESTION ORGANISATION SA represented by Mr Philippe DELAUNOIS* as director of the company for a term of three years. Its mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by CONSEILS GESTION ORGANISATION SA represented by Mr Philippe DELAUNOIS that they meet the independence criteria set out in article 526ter of the Companies Code.'

Proposed resolution resolutionNo. 14:

'The general meeting resolves to appoint SOGESTRA SPRL (company in the process of incorporation) represented by Mrs Nadine ROZENCWEIG-LEMAITRE* as director of the company for a term of three years. Its mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by SOGESTRA SPRL (company in the process of incorporation) represented by Mrs Nadine ROZENCWEIG-LEMAITRE that they meet the independence criteria set out in article 526ter of the Companies Code.'

Proposed resolution resolutionNo. 15:

'The general meeting resolves to appoint Mr Johan DESCHUYFFELEER* as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by Mr Johan DESCHUYFFELEER that he meets the independence criteria set out in article 526ter of the Companies Code.'

Board of Directors: remuneration of the directors.

Proposed resolution Proposed resolution resolutionNo. 16:

'On the proposal of the Board of Directors, the general meeting resolves as follows:

The remuneration of each independent director is fixed at a lump sum of thirty-three thousand euro (EUR 33,000) per full financial year. An additional remuneration of two thousand two hundred euro (EUR 2,200) will be granted for each meeting of a committee of the company which the director concerned has personally attended. The payment of this remuneration will be made (where applicable pro rata) after the general meeting has approved the annual accounts for the relevant financial year.
The remuneration of the president of the Board of Directors is fixed at a lump sum of sixty-six thousand euro (EUR 66,000) per full financial year and for the entire duration of his mandate as president. An additional remuneration of two thousand two hundred euro (EUR 2,200) will be granted for each meeting of a committee of the company of which the president is a member and which he has personally attended. The payment of this remuneration will be made (where applicable pro rata) after the general meeting has approved the annual accounts for the relevant financial year.
The mandate of the other directors is not remunerated, pursuant to article 20 of the company's by-laws and the company's Corporate Governance Charter.'
1. Remuneration policy of the members of the executive management.

Proposal to apply the exception in article 520ter of the Companies Code (combined with article 525 of the Companies Code) in order to take into account the competitive context and the constant evolution inherent in the telecommunications sector. As a consequence, the Board of Directors proposes to the general meeting to maintain (and to the extent necessary, to ratify the application of) the same remuneration policy as that of the preceding years for the members of the executive management with respect to the variable part short term ("performance bonus"), the Strategic Letter and the LTI's as mentioned in the remuneration report published by the company.

Proposed resolution No. 17:

'The general meeting resolves to apply the exception in article 520ter of the Companies Code (combined with article 525 of the Companies Code) with respect to the variable remuneration of the members of the executive management. It resolves, in particular, to maintain (and to the extent necessary, to ratify the application of) the same remuneration policy as that of preceding years for the members of the executive management with respect to the variable partshort term ("performance bonus"), the Strategic Letter and the LTI's as mentioned in the remuneration report published by the company.'

Statutory auditor: appointment and remuneration.

Following the recommendation made by the audit committee, the Board of Directors proposes to the general meeting to appoint Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises SC SCRL, represented by Mr Rik Neckebroeck as statutory auditor of the company for a term of three years expiring after the annual general meeting in 2014. The remuneration of the auditor for the accomplishment of its statutory mission is fixed at a lump sum of two hundred and sixteen thousand euro (EUR 216,000) per year.

Proposed resolution No. 18:

'On the recommendation of the audit committee and o ' n the proposal of the Board of Directors, the general meeting resolves to appoint Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises SC SCRL, represented by Mr Rik Neckebroeck as auditor of the company for a period of three years expiring after the annual general meeting in 2014. The remuneration of the auditor for the accomplishment of its statutory mission is fixed at a lump sum of two hundred and sixteen thousand euro (EUR 216,000) per year.'

Removal of the transitional provision in article 12 of the company's by-laws. This provision relates to bonds, convertible bonds and bearer subscription rights (warrants) of the company. As these securities are no longer in circulation, and given the legislation abolishing bearer securities, this provision is no longer required.

Proposed resolution No. 19:

'The general meeting resolves to remove the transitional provision in article 12 of the company's by-laws.'

Amendment of article 13, 3rd paragraph of the company's by-laws in order to clarify its meaning in relation to the law of 17 December 2008 on audit committees in listed and financial companies.

Proposed resolution Proposed resolution No. 20:

'The general meeting resolves to replace the current text of article 13, 3 rd paragraph of the company's by-laws with the following text:

"Directors whose mandate has expired may be re-appointed, within the limits set out by the Companies Code regarding re-appointment as an independent director." '

Amendment of article 16, 2nd paragraph of the company's by-laws in order to take into account the technological evolutions with regard to the transmission of documents:

Proposed resolution No. 21:

'The general meeting resolves to replace the current text of article 16, 2 nd paragraph of the company's by-laws with the following text:

"Convocations must mention the place, date, time and agenda of the meeting. They must be sent out in advance within a reasonable timeframe by means of a letter, fax, e-mail or any other written means." '

Amendment of article 16, 4th paragraph of the company's by-laws in order to take into account the technological evolutions with regard to the transmission of documents:

Proposed resolution No. 22:

'The general meeting resolves to replace the current text of article 16, 4 th paragraph of the company's by-laws with the following text:

"Any director may grant a proxy by letter, fax, e-mail or any other means to another director to represent him/her/it at a meeting of the Board of Directors." '

Amendment of article 25, 2nd paragraph of the company's by-laws in order to bring it into line with the Companies Code as modified by the law of 6 April 2010 on the reinforcement of corporate governance in listed companies and autonomous public undertakings and on the modification of the professional prohibitions in the banking and finance sector.

Proposed resolution No. No. 23:

'The general meeting resolves to replace the current text of article 25, 2 nd paragraph of the company's by-laws with the following text:

"The conditions for the appointment of members of the management committee, their dismissal, their remuneration, the duration of their mission and the operational mode of the management committee, are determined by the Board of Directors in accordance with the applicable provisions of the Companies Code." '

Amendment of article 26 of the company's by-laws in order to bring it into line with the Companies Code, as modified by the law of 6 April 2010 on the reinforcement of corporate governance in listed companies and autonomous public undertakings and on the modification of the professional prohibitions in the banking and finance sector.

Proposed resolution No. No. 24:

'The general meeting resolves to replace the current text of article 26 of the company's by-laws with the following text:

"ARTICLE 26 - REMUNERATION AND NOMINATION COMMITTEE

The remuneration and nomination committee assists the Board of Directors and is therefore notably entrusted with the following duties:

making proposals to the Board of Directors on the remuneration policy for the directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 § 3 of the Companies Code and, where applicable, on the resultant proposals which must be submitted by the Board of Directors to the shareholders;
making proposals to the Board of Directors on the individual remuneration of the directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 § 3 of the Companies Code, including the variable remuneration and long-term performance bonuses - whether or not stock-related - in the form of stock options or other financial instruments, and severance payments, and where applicable, on the resultant proposals which are submitted by the Board of Directors to the shareholders;
drafting the Remuneration Report with a view to its insertion by the Board of Directors in the Corporate Governance Statement as defined in article 96 § 2 of the Companies Code;
commenting on the Remuneration Report at the annual General Meeting;
providing recommendations to the Board of Directors on the nomination of directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 § 3 of the Companies Code;
ensuring that the selection and evaluation procedures of the directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 § 3 of the Companies Code, are carried out in the most objective way possible.

The remuneration and nomination committee regularly reports to the Board of Directors on the exercise of its duties.

The remuneration and nomination committee must convene when necessary for the proper operation of the committee, and at least twice a year.

The remuneration and nomination committee must at all times be composed of at least three directors. All members of the remuneration and nomination

committee must be non-executive directors and a majority of them must be independent directors within the meaning of the Companies Code. Without prejudice to the foregoing, the said committee is chaired by the chairman of the Board of Directors or by another non-executive director.

The members of the remuneration and nomination committee are appointed and may be dismissed at any time by the Board of Directors. The duration of the mandate of a member of the remuneration and nomination committee may not exceed the duration of his/ her/its mandate as a director." '

Amendment of article 31 of the company's by-laws in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing the directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 25:

'The general meeting resolves to replace the current text of article 31 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law:

"ARTICLE 31 - CONVOCATION The Board of Directors or the Auditor(s) convene(s) the General Meeting.

These convocations must at least contain the elements set out in article 533bis of the Companies Code. The convocations are issued in the form and within the deadlines prescribed by articles 533 and following of the Companies Code.

The agenda must mention the subjects which are to be treated, as well as the proposed resolutions. The proposal of the audit committee with respect to the appointment or re-appointment of the statutory auditor is listed in the agenda.

Every year, at least one General Meeting is held whose agenda includes, among other things: discussion of the Management Report and Auditor(s)'(s) Report, the vote on the Remuneration Report, discussion and approval of the Annual Accounts, the appropriation of the results, the discharge to be granted to the directors and to the auditor(s) and, if the case arises, the appointment of director(s) and auditor(s) and prior approval of any agreement entered into with an executive director, a member of the management committee (if applicable) or a member of another committee discussing the general management of the company as defined in article 96 § 3 of the Companies Code, containing a severance payment exceeding 12 months of remuneration, or, on the reasoned advice of the remuneration and nomination committee, exceeding 18 months of remuneration.

Persons who must be invited to a General Meeting pursuant to the Companies Code, and who take part in a meeting or are represented there, are considered to have been validly convened. These persons may, before or after a General Meeting which they did not attend, renounce the right to invoke a lack of convocation or any irregularity in the convocation." '

Amendment of article 32 of the company's by-laws in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 26:

'The general meeting resolves to replace the current text of article 32 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law:

"ARTICLE 32 - ADMISSION

The right to participate in the General Meeting and to vote is subject to the registration of the shares in the name of the shareholder on the fourteenth day preceding the General Meeting, at midnight (Belgian time), or by the registration of registered shares in the shareholders' register, or by their registration in the accounts of an authorised custody account holder or clearing institution, regardless of the number of shares held by the shareholder on the day of the General Meeting.

The day and hour set out in the first paragraph constitute the record date.

The shareholder notifies the company, or the person designated by the company to this end, of his/her/its intention to participate in the General Meeting, at the latest on the sixth calendar day preceding the date of the General Meeting.

In order to be admitted to the General Meeting, the shareholder must in addition also be able to prove his/her identity. The representative of a shareholder, who is a legal person, must be able to present the documents proving his/her capacity as company representative or proxy holder, at the latest before the commencement of the General Meeting.

Transitional provision provision

The owners of bearer shares must register on the record date by delivering the bearer shares to one or more financial intermediaries designated by the Board of Directors in the convocation, regardless of the number of shares held by the shareholder on the day of the General Meeting.

Amendment of article 33 of the company's by-laws in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 27:

'The general meeting resolves to replace the current text of article 33 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, into Belgian law.

"ARTICLE 33 - REPRESENTATION

All shareholders having voting rights may vote personally or by proxy. A shareholder may designate, for a given General Meeting, only one person as a proxy holder, without prejudice to the exceptions set out in the Companies Code. The proxy holder must not be a shareholder.

The designation of a proxy holder must take place in writing and must be signed by the shareholder.

The Board of Directors may determine the form of the proxies in the convocation. The notification of the proxy to the company must be done by letter, fax or e-mail, in accordance with the modalities determined by the Board of Directors in the convocation.

The proxy must be received by the company at the latest on the sixth calendar day preceding the date of the General Meeting.

Any proxy received by the company before the publication of a revised agenda pursuant to article 533ter of the Companies Code remains valid for the items covered by the proxy. As an exception to the foregoing, with respect to the items on the agenda which are the subject of newly submitted proposed resolutions pursuant to article 533ter of the Companies Code, the proxy

holder may, at the general meeting, deviate from potential voting instructions given by his/her/its principal if the accomplishment of these instructions would risk compromising the interests of his/her/its principal. The proxy holder must inform his/her/its principal of this fact." '

Amendment of article 35 of the company's by-laws in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 28:

'The general meeting resolves to replace the current text of article 35 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law:

"ARTICLE 35 – ADJOURNMENT

The Board of Directors has the right, during the meeting, to postpone the decision in relation to the approval of the annual accounts of the company by five weeks. This postponement has no effect on the other resolutions taken, except if the General Meeting resolves otherwise.

The Board of Directors must re-convene the General Meeting within the fiveweek period in order to resolve the adjourned items on the agenda.

Formalities fulfilled in order to attend the first General Meeting, including the registration of securities or the potential notification of proxies or forms used to vote by correspondence, remain valid for the second Meeting.

New notifications of proxies or of forms used to vote by correspondence will be authorised, within the deadlines and under the conditions contained in the current by-laws.

The General Meeting may only be postponed once. The second General Meeting makes final resolutions on the adjourned items on the agenda." '

Amendment of article 36, 2nd paragraph of the company's by-laws in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 29:

'The general meeting resolves to replace the current text of article 36, 2 nd paragraph of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law:

"Holders of bonds, warrants and certificates issued with the cooperation of the company may attend the General Meeting, but only with an advisory vote. The right to attend the General Meeting is subject to the same formalities as those which are applicable in accordance with the provisions of the present by-laws, to the shareholders, depending on the nature of the securities concerned." '

Amendment of article 37 of the company's by-laws in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 30:

'The general meeting resolves to replace the current text of article 37 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law:

"ARTICLE 37 - DELIBERATION

Before entering the meeting, an attendance list setting out the names and the addresses of the shareholders as well as the number of shares held by them, is signed by the shareholders or by their proxy holders. An attendance list indicating the names and addresses of the holder of bonds, warrants and certificates issued with the cooperation of the company as well as the number of securities held by them, is also signed by each of them or by their proxy holders.

The General Meeting cannot deliberate on points that are not contained in the agenda, unless all shareholders are present or represented at the General Meeting and unanimously resolve to deliberate on these points.

The directors answer the questions addressed to them by the shareholders at the meeting or in writing with respect to their report or to other points on the agenda, to the extent that the communication of data is not likely to cause prejudice to the commercial interests of the company or to the confidentiality obligations that the company or the directors have committed to.

The auditor(s) answer the questions addressed to them by the shareholders, at the meeting or in writing with respect to his (their) report, to the extent that the communication of data is not likely to cause prejudice to the commercial interests of the company or to the confidentiality obligations that the company, the directors or the auditors have committed to.

The shareholders have the right to ask questions during the meeting or in writing. The written questions may be addressed to the company by electronic means to the address mentioned in the convocation to the General Meeting. The written questions must be received by the company at the latest on the sixth calendar day preceding the date of the General Meeting.

Unless otherwise provided by the law and the by-laws, the resolutions must be taken by a simple majority of votes cast, regardless of the number of shares represented at the meeting. Blank and invalid votes are not added to the votes cast.

The votes must be taken by a show of hands or by roll call, unless the General Meeting resolves otherwise by a simple majority of votes cast. The foregoing does not affect the right of each shareholder to vote by correspondence, by means of a form made available by the company and containing at least the elements set out in article 550 § 2 of the Companies Code.

The form used to vote by correspondence must be received by the company at the latest on the sixth calendar day preceding the General Meeting.

The form used to vote by correspondence addressed to the company for a General Meeting is valid for the successive General Meetings convened with the same agenda.

Any form used to vote by correspondence received by the company before the publication of a revised agenda pursuant to article 533ter of the Companies Code remains valid for the items on the agenda which are covered by it. By means of an exception to the foregoing, the vote exercised with respect to an item on the agenda which is the object of a newly proposed resolution in application of article 533ter of the Companies Code, is null and void." '

Addition of a 3rd paragraph to article 38 in order to bring it into line with the Companies Code, as potentially modified by any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law.

Proposed resolution No. No. 31:

'The general meeting resolves to add a 3 rd paragraph to article 38 of the company's by-laws by adding the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law:

"The minutes must at least contain the elements set out in article 546 of the Companies Code and are published on the website of the company within fifteen calendar days after the General Meeting." '

Co-ordination of the by-laws - powers.

Proposed resolution No. 32:

'The general meeting confers on Mr Johan VAN DEN CRUIJCE, with the right of substitution, all powers necessary to immediately proceed with the coordination of the text of the company's by-laws in accordance with the resolutions taken following the proposed resolutions nos. 19 to 24, to sign it and to file it with the clerk of the relevant Commercial Court, in accordance with the applicable legal provisions.

The general meeting also confers on Mr Johan VAN DEN CRUIJCE, with the right of substitution, all powers necessary to proceed with the coordination of the text of the company's by-laws in accordance with the resolutions taken following the proposed resolutions nos. 25 to 31, to sign it and to file it with the clerk of the relevant Commercial Court, in accordance with the applicable legal provisions, as soon as the suspensive condition set out in the proposed resolutions is realised.'

Approval and, to the extent necessary, ratification of article 10.1 (i) of the "Revolving Credit Facility Agreement" entered into on 22 December 2010 between the company and Atlas Services Belgium SA, pursuant to article 556 of the Companies Code. This Agreement provides for financing of the company by Atlas Services Belgium SA up to a maximum amount of EUR 450,000,000. Article 10.1 (i) allows Atlas Services Belgium SA to terminate this agreement in the event the company undergoes a change of control.

Proposed resolution No. No. 33:

'Pursuant to article 556 of the Companies Code, the general meeting approves and, to the extent necessary, ratifies article 10.1 (i) of the "Revolving Credit Facility Agreement" entered into on 22 December 2010 between the company and Atlas Services Belgium SA.'

Corporate Governance: information/discussion.

In order to be adopted, the proposed resolutions nos. 1 to 18, 32 and 33 of the agenda require a simple majority of the votes of those present or validly represented participating in the vote.

In order to be adopted, the proposed resolutions nos. 19 to 31 of the agenda require three-quarters of the votes of those present or validly represented participating in the vote. Furthermore, those attending the meeting must represent half of the share capital as required by article 558 of the Companies Code.

In order to encourage attendance at the general meeting, the Board of Directors has resolved to allow the holders of bearer or dematerialised shares to attend the general meeting or to be represented there, in the two ways provided for in article 32 of the company's by-laws:

* For holders of bearer shares:
by depositing their shares at the counters of ING Bank or KBC Bank, on Tuesday 26 April 20 Tuesday 2011at the latest; or
by providing evidence that they are shareholders in the company by Wednesday 27 April 20 April 20 2011 at midnight 11 midnight, Belgian time (the "Record date"). The shareholders must produce the evidence that they are shareholders in the company at the counters of ING Bank or KBC Bank on the Record date.
* For holders of dematerialised shares:
- by depositing a certificate delivered by a recognised account holder or by the clearing house indicating that the dematerialised shares have been blocked until the day of the general meeting at the counters of ING Bank or KBC Bank on Tuesday Tuesday Tuesday 26 April 20 2011 at the latest; or
- by providing evidence that they are shareholders in the company by Wednesday 27 April 201 April 2011 at midnight midnight, Belgian time (the "Record date") by depositing a certificate delivered by a recognised account holder or by the clearing house at the counters of ING Bank or KBC Bank.

The company emphasises that these formalities will be free of charge for the shareholders.

Pursuant to article 32 of the company's by-laws and pursuant to the resolution of the Board of Directors, holders of registered shares must, in order to be admitted to the general meeting or to be represented there, inform the Board of Directors of their intention to attend the general meeting no later than on Tuesday 2 6 April 2011.This notification may be transmitted by fax to + 32 2 745 86 45, by e-mail to [email protected] or by letter to the registered office of the company (for the attention of Mrs Anske De Porre).

Pursuant to article 33 of the company's by-laws, all shareholders may be represented by a proxy holder at the general meeting. Original proxies, drawn up in accordance with the template prescribed by the company, must be received by the company no later than on Wednesday WednesdayWednesday 27 April 20 April April 2011. The proxies may also be transmitted by fax to +32 2 745 86 45 or by e-mail to [email protected] by the same date, provided that the signed originals are delivered to the officers of the general meeting at the latest prior to the commencement of the meeting. The proxies, drafted in accordance with the template prescribed by the company, may be requested at the company's registered office and are available on the company's website at the following address: www.mobistar.be/investorinfo.

In order to be admitted to the meeting, the shareholders and proxy holders must be able to provide proof of their identity and/or their powers, and company representatives must produce the documentation evidencing their status as company representative or company proxy holders and must do so prior to the commencement of the meeting.

The documents relating to the agenda of the general meeting will be available for inspection at the company's registered office and a copy can be obtained free of charge by shareholders who have completed the formalities required for attendance at the general meeting. These documents are also available on the company's website at the following address: www.mobistar.be/investorinfo.

* The CVs of the directors concerned are available on the company's website.

The Board of Directors