Proximus SA — AGM Information 2011

Mar 18, 2011

AGENDA ANNUAL GENERAL MEETING 13/04/2011

• 1. Examination of the annual reports of the Board of Directors of Belgacom SA under public law with regard to the annual accounts and consolidated annual accounts at 31 December 2010
• 1. Examination of the reports of the Board of Auditors of Belgacom SA under public law with regard to the annual accounts and of the Auditor with regard to the consolidated annual accounts at 31 December 2010
• 1. Examination of the information provided by the Joint Committee
• 1. Examination of the consolidated annual accounts at 31 December 2010
• 1. Approval of the annual accounts of Belgacom SA under public law at 31 December 2010 Motion for a resolution: Approval of the annual accounts with regard to the financial year closed on 31 December 2010, including the following allocation of the results:

Profit of the period available for appropriation	324,369,280.43 EUR
Net transfers from the reserves available	401,793,828.41 EUR
Profit to be distributed	726,163,108.84 EUR
Remuneration of capital (gross dividends)	703,485,909.05 EUR
Other beneficiaries (Personnel)	22,677,199.79 EUR

For 2010, the gross dividend amounts to EUR 2.18 per share, entitling shareholders to a dividend net of withholding tax of EUR 1.6350 per share, from which, on 10 December 2010, an interim dividend of EUR 0.50 (0.375 EUR per share net of withholding tax) was paid; so that a gross dividend of EUR 1.68 EUR per share (1.26 EUR per share net of withholding tax) will be paid on 29 April 2011. The ex-dividend date is fixed on 26 April 2011, the record date on 28 April 2011 and the payment date on 29 April 2011.

• 1. Approval of the Remuneration Report Motion for a resolution: To approve the Remuneration Report.
• 1. Granting of a discharge to the members of the Board of Directors Motion for a resolution: Granting of a discharge to the members of the Board of Directors for the exercise of their mandate during the financial year closed on 31 December 2010.
• 1. Granting of a special discharge to Mr. Philip Hampton whose mandate expired on 14 April 2010 Motion for a resolution: Granting of a special discharge to Mr. Ph. Hampton for the exercise of his mandate until 14 April 2010.
• 1. Granting of a discharge to the members of the Board of Auditors Motion for a resolution: Granting of a discharge to the members of the Board of Auditors for the exercise of their mandate during the financial year closed on 31 December 2010.
• 1. Granting of a discharge to the Auditor for the consolidated accounts for the Belgacom Group Motion for a resolution: Granting of a discharge to Deloitte Statutory Auditors SC sfd SCRL represented by Mr. G. Verstraeten and Mr. L. Van Coppenolle for the exercise of their mandate during the financial year closed on 31 December 2010.
• 1. Acknowledgment resignation of Mr. Georges Jacobs as member of the Board. Mr. Jacobs resigns for having reached the age limit of 70 years.
• 1. Appointment of a Board Member Motion for a resolution: To appoint, on proposal of the Board of Directors and in accordance with the recommendation of the Nomination and Remuneration Committee, Mr. Pierre De Muelenaere as Board Member for a period which will expire at the annual general meeting of 2017.
• 1. Remuneration of the Board Member Motion for a resolution: To set the remuneration for the mandate of Mr. P. De Muelenaere as follows: - Fixed annual remuneration of EUR 25,000;
• Attendance fee of EUR 5,000 per Board meeting attended;
• Attendance fee of EUR 2,500 per Board advisory committee meeting attended;
• EUR 2,000 per year to cover communications costs.
• 1. Miscellaneous.

The annual general meeting will be able to deliberate validly regardless of how many shareholders are present or represented. Regarding the decision concerning the appointment of Mr. P. De Muelenaere, the Belgian State may not participate in the voting, pursuant to Article 18§3 of the Company's Articles of Association.

AGENDA – EXTRAORDINARY GENERAL MEETING

April 13, 2011

1. Audit and Compliance Committee

Motion for a resolution: proposal to amend the articles of association, pursuant to the introduction of article 526bis in the Belgian Code of Companies by the law of 17 December 2008 creating an audit committee in listed companies and financial institutions.

Proposal to modify Article 18, section 3, subsection 2 and 3, of the Articles of Association as follows: replace "524(4)" by "526ter".

Proposal to modify Article 25, section 2, subsection 1, of the Articles of Association as follows:

After the words "The role of this Committee is", insert the words "to perform the tasks laid down in Article 526bis of the Code of Companies and more specifically".

Proposal to modify Article 25, section 2, subsection 2, of the Articles of Association as follows:

After the words "which must ensure that" insert the words "(i) the Committee is composed of nonexecutive Board Members and that (ii)".

2. Appointments and Remuneration Committee

Motion for a resolution: proposal to amend the articles of association, pursuant to the introduction of article 526quater in the Belgian Code of Companies by the law of 23 April 2010 strengthening corporate governance for listed companies and state owned companies.

Proposal to modify Article 25, Section 2, Sub-section 3, of the Articles of Association as follows: After the words "the Appointments and Remuneration Committee is composed of" replace ": (1) the Chairman of the Board of Directors; (2) two Independent Board members appointed in accordance with Article 18, Section 3 of these Articles of Association and chosen by the Board of Directors; and (3) a Board Member appointed in accordance with Article 18, Section 2, of these Articles of Association and chosen by the Board of Directors" by "minimum three and maximum five non-executive Directors, provided that the majority of the members of the Committee need to be independent Directors, appointed in accordance with Article 18, Section 3, of these Articles of Association. The Chairman of the Board of Directors is Chairman of the Committee."

After the words "the Law of 21 March 1991" add the words "and in article 526quater of the Code of Companies".

3. Date general meeting

Motion for a resolution: proposal to amend the articles of association in order to change the date of the Annual General Meeting from the second Wednesday in April to the third Wednesday in April.

Proposal to amend Article 32, Sub-section 1, of the Articles of Association as follows: Replace the word "second" by the word "third".

4. Convening notice general meetings

Motion for a resolution: proposal to amend the articles of association, pursuant to the possible adoption of a Belgian Law implementing the EU Directive 2007/36 of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, under the condition precedent of the adoption, the publication and the entering into force of such law.

Proposal to amend Article 33 of the Articles of Association as follows:

Replace the existing text of the first sub-section by: "Notices convening the general meetings include the legal mentions of article 533bis of the Code of Companies and must be published at least 30 days before the meeting in the Belgian Official Gazette, in at least one French-language and one Dutchlanguage national newspaper and via media of which it can be reasonably assumed that they can provide an effective distribution of the information within the European economic area and which are accessible in a fast and non-discriminatory way."

In the second sub-section replace the word "fifteen" by "thirty".

After the fourth sub-section insert a new sub-section with the following text: "One or more shareholders, who hold together, at least 3 % of the Company's share capital, can request to add items to be dealt with on the agenda of the general meeting and propose motions for resolutions related to items included or to be included on the agenda. Such requests must comply with the requirements of article 533ter of the Code of Companies. The items and motions for resolution that are included in the agenda pursuant to this clause, are only discussed if the concerned share of the Company's share capital is registered according to Article 34 of these Articles of Association."

5. Registration of shares and notification of participation to the general meeting

Motion for a resolution: proposal to amend the articles of association, pursuant to the possible adoption of a Belgian Law implementing the EU Directive 2007/36 of 11 July 2007 on to the exercise of certain rights of shareholders in listed companies, under the condition precedent of the adoption, the publication and the entering into force of such law.

Proposal to amend Article 34 of the Articles of Association as follows:

Replace the existing text of the Article by:

"Registration of shares and notification of participation to the general meeting

"Section 1

The right to participate to a general meeting of the Company and to exercise the right to vote is only granted based on an accounting registration of the shares in the name of the shareholder, on the fourteenth day before the general meeting at 12 PM Belgian time, either by a recording of these shares in the register of shareholders of the Company, either by recording them on the accounts of a recognized account holder or settlement institution, either by presenting the bearer shares to a financial institution, irrespective of the number of shares the shareholder possesses on the day of the general meeting.

The day and hour mentioned in this section constitute the record date.

Section 2

The shareholder notifies the Company of his intention to participate to the general meeting, at the latest on the sixth day before the date of the meeting, in compliance with the formalities mentioned in the convening notice, and upon submission of the proof of registration delivered to him by the financial intermediary, the recognized account holder or the settlement institution.

Section 3

In a register, established by the Board of Directors, for every shareholder who has indicated that he intends to participate to the general meeting, his name, address or registered office, the number of shares that he possessed on the record date and for which he intends to participate to the general meeting, as well as a description of the documents establishing that he owned the shares on the record date."

6. Representation at general meetings

Motion for a resolution: proposal to amend the articles of association, pursuant to the possible adoption of a Belgian Law implementing the EU Directive 2007/36 of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, under the condition precedent of the adoption, the publication and the entering into force of such law.

Proposal to amend Article 35, sub-section 2, of the Articles of Association as follows:

Replace the existing text of sub-section 2 by: "Any shareholder may issue a proxy – in writing or in electronic form - to another person, be it a shareholder or not, to represent him at the general meeting. The proxy must be signed by the shareholder. Such proxies must be filed at least six days before the meeting concerned."

7. Composition of the Bureau - minutes

Motion for a resolution: proposal to amend the articles of association, pursuant to the possible adoption of a Belgian Law implementing the EU Directive 2007/36 of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, under the condition precedent of the adoption, the publication and the entering into force of such law.

Proposal to modify Article 37 of the Articles of Association as follows:

Sub-section 1 becomes Section 1. Sub-section 2 becomes Section 2.

In Section 2, before the current text, add the following text: "For every decision the minutes record the number of shares for which valid votes are expressed, the percentage that these shares represent in the total share of capital, the total number of valid votes, and the number of votes in favor or against every decision, as well as the number of abstentions, if any."

8. Right to ask questions

Motion for a resolution: proposal to amend the articles of association, pursuant to the possible adoption of a Belgian Law implementing the EU Directive 2007/36 of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, under the condition precedent of the adoption, the publication and the entering into force of such law.

Proposal to include an Article 38 bis in the Articles of Association with the following text:

"Article 38bis – Right to ask questions

As soon as the notice convening the general meeting is published, the shareholders, who comply with the formalities of Article 34 of these Articles of Association, have the right to ask questions in writing to the Directors, with respect to their report or to the items on the agenda, and to the auditors with respect to their report. Such questions must be filed at least six days before the meeting concerned.

The shareholders can also ask oral questions during the meeting on the same subjects."

9. Voting by letter

Motion for a resolution: proposal to amend the articles of association pursuant to the possible adoption of a Belgian Law implementing the EU Directive 2007/36 of 11 July 2007 related to the exercise of certain rights of shareholders in listed companies, under the condition precedent of the adoption, the publication and the entering into force of that law.

Proposal to modify Article 39bis, of the Articles of Association as follows:

Replace the existing text of sub-section 1 by: "All shareholders may vote by letter at any general meeting, using a form of which the model is determined by the Company and that contains the following information: (i) the name and address or registered office of the shareholder; (ii) the number of shares the shareholder will represent when voting; (iii) the form of the shares; (iv) the agenda of the meeting, including the motions for a resolution; (v) the deadline for the Company to receive the form for voting by correspondence; (vi) the signature of the shareholder; (vii) a clear indication, for each item on the agenda, of the way he exercises his right of vote or abstains. For the calculation of the quorum, only the forms that are received by the Company on the address mentioned in the invitation, at the latest the sixth day before the meeting, are taken into account.

In sub-section 3, after the words "organizers can control", add the words "the capacity and the identity of the shareholder and".

10. Powers regarding items 1 to 9

Motion for a resolution: proposal to grant all powers to the Secretary General, with the power of substitution, to ensure the coordination of the Articles of Association to reflect the resolutions above.

Proposal for a resolution: grant all powers to the Secretary General, with the power of substitution, to make available to the shareholders an unofficial coordinated version of the Articles of Association – including the amendments to the Articles of Association under condition precedent – on the website [www.belgacom.com].

In order for the motion for a resolution regarding items 1 to 9 of this agenda to be validly approved, the shareholders attending the meeting in person or by proxy must represent at least one-half of the Company's share capital and the resolution must be approved with three-quarters of the votes (Article 558, Code of Companies).

Under Article 41§4 of the Law of 21 March 1991, any amendment to the Articles of Association comes into effect only following approval by the Crown, in an Order in Council deliberated in the Council of Ministers.