Proximus SA — Proxy Solicitation & Information Statement 2012

Mar 16, 2012

VOTE BY MAIL Ordinary Shareholders' Meeting of April 18, 2012 (10.00 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)

votes by mail in the following way with respect to the ordinary shareholders' meeting of the company, which will be held on Wednesday April 18, 2012 at 10.00 a.m.

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

• 1. Examination of the annual reports of the Board of Directors of Belgacom SA under public law with regard to the annual accounts and the consolidated annual accounts at 31 December 2011.
• 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 Independent Auditors with regard to the consolidated annual accounts at 31 December 2011.
• 1. Examination of the information provided by the Joint Committee.
• 1. Examination of the consolidated annual accounts at 31 December 2011.

• Approval of the annual accounts of Belgacom SA under public law at 31 December 2011. Motion for a resolution: approval of the annual accounts with regard to the financial year closed on 31 December 2011, including the following allocation of the results:

Distributable profits for the financial year	628,993,745.18 EUR
Net transfers from reserves	107,728,972.02 EUR
Profits to be distributed	736,722,717.20 EUR
Return on capital (gross dividend)	694,381,671.41 EUR
Other beneficiaries (Personnel)	42,341,045.79 EUR

For 2011, the gross dividend amounts to EUR 2.18 per share, entitling shareholders to a dividend net of withholding tax of EUR 1.635 per share, of which an interim dividend of EUR 0.50 (EUR 0.375 per share net of withholding tax) was already paid out on 9 December 2011; this means that a gross dividend of EUR 1.68 per share (EUR 1.26 per share net of withholding tax) will be paid on 27 April 2012. The ex-dividend date is fixed on 24 April 2012, the record date is 26 April 2012.

FOR AGAINST ABSTAIN
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1. Cancellation of dividend rights associated with own shares and release unavailable reserves Motion for a resolution: cancellation of dividend rights associated with own shares for an amount of 59,593,573.59 € and release of the unavailable reserves.

FOR	AGAINST	ABSTAIN

1. Acknowledgment of the decision of the Board of Directors dated 27 October 2011 to recognize for the future, but suspend the dividend rights that were cancelled up to now, attached to 2,025,774 treasury shares in order to cover the long-term incentive plans for employees.

No vote

1. Approval of the remuneration report Motion for a resolution: approval of the remuneration report.

FOR AGAINST ABSTAIN
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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 2011.

FOR AGAINST ABSTAIN
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1. Granting of a special discharge to Mr. Georges Jacobs whose mandate came to an end on 13 April 2011

Motion for a resolution: granting of a special discharge to Mr. G. Jacobs for the exercise of his mandate until 13 April 2011.

	FOR	AGAINST	ABSTAIN
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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 2011.

1. Granting of a discharge to the Independent Auditors for the consolidated accounts of the Belgacom Group

Motion for a resolution: granting of a discharge to the Independent Auditors Deloitte Statutory Auditors SC sfd SCRL, represented by Messrs. G. Verstraeten and L. Van Coppenolle, for the exercise of their mandate during the financial year closed on 31 December 2011.

FOR	AGAINST	ABSTAIN
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1. Miscellaneous

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.