Proximus SA — Proxy Solicitation & Information Statement 2012

Mar 16, 2012

VOTE BY MAIL Extraordinary Shareholders' Meeting of April 18, 2012 (11.00 a.m.)

To be returned by mail by April 12, 2012 at the latest to :

Belgacom S.A./N.V. of public law

Mr. Dirk Lybaert, Secretary General

Bd du Roi Albert II, 27 (26U021)

B - 1030 Brussels (Belgium)

The undersigned (name and first name / Name of the company)

…………………………………………………………………………………..

Domicile / Registered Office

…………………………………………………………………………………..

…………………………………………………………………………………..

Owner of Bearer Shares (1) Registered Shares (1)

of Belgacom S.A./N.V.

Quantity (1) cross out what is not applicable

votes by mail in the following way with respect to the extraordinary shareholders' meeting of the company, which will be held on Wednesday April 18, 2012 at 11.00 a.m.

My / Our vote on the proposed resolutions is as follows: (please tick the appropriate boxes):

1. A transaction equivalent to a merger by takeover between Belgacom SA on the one hand and Telindus Group NV on the other

Motion for a resolution: The meeting approves Belgacom SA's takeover on 1 May 2012 of the company Telindus Group NV in the form of a transaction equivalent to a merger in the sense of Article 676(1) of the Belgian Companies Code.

As from 1 January 2012, from the point of view of direct taxes and accounting, all operations performed by the aforementioned company taken over shall be deemed to have been carried out for the account of Belgacom SA.

FOR AGAINST ABSTAIN
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2. Modification of article 18 sub-section 2 of the Articles of Association

Proposal to insert the following words in Article 18 sub-section 2 of the Articles of Association: "of the Board of Directors upon recommendation".

Motion for a resolution: The meeting decides to modify Article 18 sub-section 2 as follows: insert between "after the consultation" and "of the Nomination and Remuneration Committee" the words "of the Board of Directors upon recommendation".

FOR AGAINST ABSTAIN
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3. Modification of article 34 sub-section 2 of the Articles of Association

Motion for a resolution: The meeting decides to replace the existing text of the Article 34 sub-section 2 by:

"Sub-section2

The shareholder shall inform the Company or any person thereto designated by the company, no later than six days before the date of the meeting, whether or not he intends to take part in the general meeting, taking into account the formalities mentioned in the convocation and ensuring that he submits the proof of registration that he received from the financial intermediary, authorized account holder or clearing body."

FOR	AGAINST	ABSTAIN
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4. Modification of article 43 of the Articles of Association

Proposal to delete the following sentence in article 43 of the Articles of Association: "Five percent of the annual profits before corporate income tax are distributed to the Company's employees."

Motion for a resolution: The meeting decides to modify Article 43 of the Articles of Association as follows:

"Article 43 – Appropriation of profits

At least five percent of the net profits of the Company must be appropriated each year for a legal reserve. This appropriation ceases to be mandatory once the legal reserve amounts to one-tenth of the Company's share capital.

The allocation of the balance is decided by the AGM on proposal by the Board of Directors."

	FOR	AGAINST	ABSTAIN
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5. Miscellaneous

5.1. Proposal to grant authority for the implementation of the decisions taken.

Motion for a resolution: the meeting decides to grant the Board of Directors the authority, with power of substitution, to implement the decisions taken.

FOR AGAINST ABSTAIN
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5.2. Proposal to grant special authority for the procedures for the VAT authorities and the Crossroads Bank for Enterprises and publication in the appendixes of the Belgian Official Gazette.

Motion for a resolution: the meeting decides to grant special authority to the Secretary General for the procedures for the VAT authorities and the Crossroads Bank for Enterprises and publication in the appendixes of the Belgian Official Gazette.

FOR	AGAINST	ABSTAIN
	Done at …………………………………………., on ………………, 2012.

Signature(s) : ……………………………………….

Legal entities must specify the name, first name and title of the natural person(s) who signs this letter on their behalf. Owners of bearer shares or registered shares intending to vote by mail must also have completed the formalities described in the invitation.