Orange Belgium S.A. — Proxy Solicitation & Information Statement 2015

Apr 2, 2015

PROXY

The undersigned (surname, name / company's registered name): …………………………………………………………………………….…………………………………
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Domicile / company's registered address:
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1 Holder of ………………… (dematerialised ) shares of Mobistar SA on the Record date / registered (Wednesday 22April 201 April 201 2015at 24 hours at 24 hours),
Hereby appoints as special representative, with the right of substitution (surname, name / company's registered name):
………………………………… ……………………………………………………………………………. ……………………………………………………….…………………………………………………………
Domicile / company's registered address:
……………………………………. …………………………………………………………………………… ………………………………………………….………………………………………………………………
To represent him/her at the annual and special general meeting of shareholders of Mobistar SA, which will be held on Wednesday 6May 201 May 2015at 11.00 hours at hours hours at Evere (1140 Brussels), Avenue du Bourget 3.
THE AGENDA FOR THIS MEETING IS AS FOLLOWS: THIS MEETING FOLLOWS:
Presentation and discussion of the board of directors' management report on the a) company's annual accounts for the financial year ended 31 December 2014. ded 31 December 2014.
b) Presentation Presentation and and discussion of the statutory auditor's report o of statutory report on the company's the annual accounts for the financial year ended 31 December 2014. ember
c) Approval of the remuneration report for the financial year ended 31 December 2014.

Proposed Proposedresolution resolutionresolutionNo. 1:

¹ Cross out what is not applicable

UNOFFICIAL TRANSLATION

'The general meeting approves the remuneration report for the financial year ended 31 December 2014.'

d) Approval of the company's annual accounts for the financial year ended 31 December 2014 and appropriation of the results. Presentation of the annual consolidated accounts as at the same date. consolidated at the nts date.

Proposed resolution No. 2: Proposed resolution No. 2

'The general meeting approves the company's annual accounts for the financial year ended 31 December 2014, including the appropriation of the results as presented. 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.'

e) Discharge of the directors. Discharge the directors. Proposed resolution No. 3: Proposed resolution No. 3

'The general meeting discharges the directors for fulfilling their mandate up to and including 31 December 2014.'

f) Discharge of the statutory auditor. Discharge the statutory Proposed resolution No. 4: Proposed resolution No. 4

'The general meeting discharges the statutory auditor for fulfilling his mandate up to and including 31 December 2014.'

g) Board of directors: appointment. Board directors: appointment. Proposed resolution No. 5: Proposed resolution No. 5

'The general meeting resolves to proceed to the final appointment of Mr Gervais PELLISSIER (co-opted by the Board of Directors on 23 July 2014, in replacement of Mr Benoit SCHEEN, resigning director) as a director of the company for a term of two years. His mandate will not be remunerated and will expire after the annual general meeting in 2017.'

h) Approval and, to the extent Approval and, to extentextent necessary, ratification necessary, of article of article 37 of the agreement the "GNOC MSA for the supply of engineering, network an "GNOC MSA for supply and operational services of operational mobile and fixed networks mobile and fixed networks networks"entered into on 16 December 2014 entered into 16 bythe company the and ORANGE POLSKA SPÓLKA AKCYJNA and ORANGE SPÓLKA AKCYJNA, pursuant to article 5 , pursuant article 556 of the Belgian 56 of Companies Code. Companies Code. This agreement deals with the deals level 1 and level 2 level level 2 operational management management (supervision, maintenance,…) by ORANGE POLSKA SP by ORANGE POLSKA SPSPÓLKA AKCYJNA of certain infrastructure being AKCYJNA certain infrastructure being part of the part of the the company's company's company's mobile and fix mobile and fix telecommunication network. telecommunication network.communication network. Article 37 allows ticle 37 allows ticle allows ORANGE POLSKA SPÓLKA ORANGE POLSKA SPÓLKA AKCYJNA AKCYJNA to terminate this agreement under certain conditi to terminate this agreement under certain conditions in case of s in case ofof a change of control change of controlover the company over the companyover the company.

Proposed resolution No. 6: Proposed resolution No.

'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 37 of the agreement "GNOC MSA for the supply of engineering, network and operational services of mobile and fixed networks" entered into on 16 December 2014 by the company and ORANGE POLSKA SPÓLKA AKCYJNA.'

UNOFFICIAL TRANSLATION

i) Approval and, to the extent Approval the extentextent necessary, ratification of article ratification article 36 of Annex I of of the agreement called "Framework contract for the provision of mobile telecommunication services N° Proc/0052/14" entered into on 21 January 2015 by the company and the "Special Investigative Task Fo company and Investigative Task Force (SITF)" ce (SITF)" (SITF)", pursuant to , article 556 of the Belgian Companies Code. article of Code. This agreement deals with the provision of mobile telecommunication services to the "European Union Rule of Law Mission in Kosovo (EULEX Kosovo)" Law Kosovo)" Kosovo)"in Brussels. in Article 36 allows the theSITFto terminate this agreement under certain conditions in case of n ofa change of control a control over the company. over the company.

Proposed resolution No. 7: Proposed resolution No. 7:

'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 36 of Annex I of the agreement called "Framework contract for the provision of mobile telecommunication services N° Proc/0052/14" entered into on 21 January 2015 by the company and the "Special Investigative Task Force (SITF)".'

Voting instructions instructions:

No vote is required for item a)

No vote is required for item b)

Voting instruction on proposed resolution No. 1 for against abstain Voting instruction on proposed resolution No. 2 for against abstain Voting instruction on proposed resolution No. 3 for against abstain Voting instruction on proposed resolution No. 4 for against abstain Voting instruction on proposed resolution No. 5 for against abstain

Voting instruction on proposed resolution No. 6 for against abstain Voting instruction on proposed resolution No. 7 for against abstain

If no voting If f instruction is made: instruction made:

(a) The representative will vote for; OR

(b) In case the undersigned crossed out the above mentioned option (a), the representative shall vote in the best interest of the undersigned.

However, should there exist a possible conflict of interest between the representative and the shareholder as foreseen in article 547bis § 4 of the Belgian Companies Code² , only the specific voting instructions for each proposed resolution on the agenda will be taken into account.

The representative may also, by virtue of this proxy, represent the undersigned at all subsequent general meetings, that are held with the same agenda by reason of postponement of the latter.

For these purposes, the representative has the power to execute and sign all deeds, documents and minutes, to elect domicile, to have him replaced and, in general, to do what is necessary or useful to execute this mandate, with the promise of ratification on behalf of the undersigned.

The present proxy must arrive at the company at the latest on Thursday 30 April 2015at 17.00 hours (for the attention of Mrs Anske De Porre). A co hours py of the proxy may also be sent in advance via fax (+32 2 745 86 45) or e-mail (anske.deporre@mail.mobistar.be) in so far as the signed original arrives at the company at the latest on Thursda Thursday 30 April y April April2015at 17.00hours.

In case the present proxy is notified to the company before the publication of the revised agenda in accordance with article 533ter of the Belgian Companies Code, it will remain valid for those items on the agenda covered by the proxy. As an exception to this rule, the proxy holder may, for the agenda items for which in accordance with article 533ter of the Belgian Companies Code new proposals for decisions could be submitted, deviate during the meeting from the instructions of the proxy giver, if carrying out the instructions could prejudice the interests of the proxy giver. The proxy holder must in any case inform the proxy giver of this.

In the event that new items are added to the agenda in accordance with article 533ter of the Belgian Companies Code, the proxy holder:

• is entitled to vote on the newly-added items on the agenda (*);
• should abstain from voting on the newly-added items on the agenda (*).

(*) Cross out what is not applicable

Done in ……………………………… on …………………………… 2015 **

________________________________________________________________________________ (**) Please have your signature preceded by the handwritten wording "Good for proxy"

2 A conflict of interest within the meaning of article 547bis § 4 of the Belgian Companies Code may in particular arise where the proxy holder:

1° is the company itself or a controlling entity of the company, a controlling shareholder of the company or is another entity controlled by such shareholder;

2° is a member of the board of directors, of the corporate bodies of the company, or of a controlling shareholder or controlled entity referred to in 1°;

3° is an employee or an auditor of the company, or of a controlling shareholder or controlled entity referred to in 1°;

4° has a family relationship with a natural person referred to in 1° to 3°, or is the spouse or the legal cohabitant of such person or of a relative of such person.