1. Ordinary General Shareholders’ Meeting Brussels, 13 April 2011

2. Theo Dilissen Chairman of the Board

3. Dirk Lybaert Secretary General

4. Theo Dilissen Chairman of the Board

5. Introduction Chairman 2010 Integration of Proximus, Telindus and Skynet into Belgacom SA and approval of unified HR policy Customer centricity at the centre of operations Innovation through partnerships

6. Corporate Governance Statement Changes in the composition of the Board: -Resignation Mr. Georges Jacobs -Proposal to appoint Mr. Pierre De Muelenaere Directors’ remuneration Evaluation of the Board

7. Remuneration report Remuneration policy Aims at offering fair remuneration both to civil servants and to contractual employees of the Group taking into account the performance of the employee and of the company. Executive remuneration policy Rewards executives competitively and at rates which are attractive in the market, aligning the interests of management and shareholders. Belgacom wants to position top executive pay towards the median in the market for base salaries, and towards the upper quartile for total remuneration when there has been sustained excellent performance. Annual variable pay is calculated in relation to performance against KPI’s (financial and non financial).

8. Remuneration report Future remuneration policy In the frame of the new corporate governance law 25% of the variable remuneration for members of the management committee will be deferred for two years and another 25% for three years. To this end the Board has decided to rebalance the short term and long term incentives in order to obtain an equal weight between payment after one year and deferred payment.

9. Didier Bellens President & CEO

10. 10 Belgacom Annual General Shareholders meeting Full-year results 2010 Didier Bellens President and CEO

11. 11 Belgacom Group Financials 2010 ended with solid financial results Strong Group revenue of € 6.6 billion, i.e. + 10.2% Includes full-consolidation of BICS & MTN contribution Adjusted FY revenue slightly down: -0.6% YoY or € -37 million Regulation impacted revenue by € -121 million (-2%) Group EBITDA at €1.98 billion (+1.5%) and 30% EBITDA margin Adjusted * EBITDA -1.3% or € -26 million versus 2009 Negative impact of regulation € -26 million Adjusted* margin at 32.4%, compared to 32.6% for 2009 Slide 11 * Adjusted for full consolidation BICS & contribution of MTN

12. € 734 million invested, or 11.1% of revenue Slide 12 Belgacom continues to invest in a nation-wide quality network for both fixed and mobile services 3G-network now reaching > 97% of population Business transformation project “Move-to-all-IP” Further roll-out & installation VDSL2, coverage of > 76% Renewal content rights Belgacom TV Renewal 2G license for the period 2010-2015 2008 incl. exclusive Broadcasting rights Belgian soccer 2010 incl. renewal 2G- license

13. Sound financial position maintained Solid Free Cash Flow of € 980 million in 2010 One of lowest debt positions in the sector: net debt/EBITDA at 0.7x Net financial debt decreased by € 265 million to € 1.45 billion Good credit ratings: Standard & Poor’s A+ ; Moody’s A1 Slide 13 (in million euro)

14. A consistent long-term strategy centered around convergence Growth via cross sell High quality networks & platforms Move customers from single-play to multi-play High quality networks & platforms Operational excellence Organic growth Belgacom well positioned to mobile data growth potential Innovation Strengthen leadership through selective partnerships Sustainability CSR embedded in all operation layers Special focus in 2010 on customer satisfaction led to significant improvements For 2011, customer satisfaction focus maintained & concentrate on simplification

15. Convergence, key to long-term success Continued successful take-up of Packs 311,000 Packs sold in 2010 +55% yoy => 870,000 customers with a Pack ~45% of our customers have at least 2 Belgacom products ~9% of our customers have 4 Belgacom products

16. 5 years Customer base Today >1 million Belgacom TV customers* Belgacom TV coverage ~90% Digital TV penetration Belgium at ~57% Belgacom n°2 player in DTV market Digital TV market share of 31% Share in total TV market: 19% 2010, another strong year for Belgacom TV Slide 16 * Corresponds to the number of Belgacom TV settop boxes +30% An international recognized success story

17. Slide 17 Soccer Bouquets =  Pause TV, recording, Instant rewind Belgacom TV From TV-platform to entertainment-platform Rich offer: 90 channels, incl HD VOD >1300 movies Advanced functionalities  Onlive: interactive entertainment, online gaming  Softkinetic: expertise in 3D gesture recognition  Jinni: search-and-recommendation engine  blinkx: video search engine  MUBI: independent, foreign and classic films Building a next generation TV experience, supported by selective partnerships A complete & competitive offer 3D TV demo

18. Slide 18 Magnitude crisis impact significantly diminishing Revenue showed some decline, but clearly improved Rising trend in ICT revenue is confirmed Fixed line erosion is contained Mobile Usage in number of minutes showed recovery as well Belgacom offers full end-to-end solutions for its professional customers Combining telecom solutions with IT-solutions. Hosted applications – no need for customers to invest in software Reinforcing convergence position in SME market through partnerships Network of local ICT agents (PC stores, resellers) ‘Belgacom Bridging ICT’ (ICT expert channel) 40% stake in hosting company ClearMedia (online back-up, hosted software applications) Convergence, key to long-term success, for our professional customers as well

19. Belgacom well positioned to benefit from Mobile data growth potential In 2010 Belgacom Group >€ 500 million revenue from Mobile Data Market leader on Mobile Internet on laptop: 182,000 customer, +60% vs 2009 Boost of Smartphones sales and “Mobile Internet on GSM” Belgacom well positioned to capture mobile data growth Internet On GSM Try it!

20. Customer is King: act on 3 layers Become Belgian operator with best service ++ Quality of execution New expert teams Evening installations and repair Predictive treatments Simplify activation costs structure 1st reminder for free Simplify product portfolio Drastically reduce waiting times Call centres open until 10pm for support Personalized follow-up Confirm appointments New support site (EVA) Improve operationsSimplifyBe accessible Customer Centricity Change Customer Experience

21. Agenda

22. Questions & Answers

23. Written questions

24. Oral questions

25. Vote on the proposed resolutions

26. Proposed 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 appropriation324,369,280.43 € Net transfers from the reserves available401,793,828.41 € Profit to be distributed726,163,108.84 € Remuneration of capital (gross dividends)703,485,909.05 € Other beneficiaries (Personnel)22,677,199.79 € 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.FOR 2.AGAINST 3.ABSTAIN

27. Proposed resolution Approval of the Remuneration Report. 1.FOR 2.AGAINST 3.ABSTAIN

28. Proposed 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.FOR 2.AGAINST 3.ABSTAIN

29. Proposed resolution Granting of a special discharge to Mr Philip Hampton for the exercise of his mandate until 14 April 2010. 1.FOR 2.AGAINST 3.ABSTAIN

30. Proposed resolution Granting of a discharge to the members of the Joint Auditors for the exercise of their mandate during the financial year closed on 31 December 2010. 1.FOR 2.AGAINST 3.ABSTAIN

31. Proposed resolution Granting of a discharge to DELOITTE Réviseurs d’Entreprises/Bedrijfsrevisoren, represented by Mr Geert Verstraeten, for the exercise of his mandate during the financial year closed on 31 December 2010. 1.FOR 2.AGAINST 3.ABSTAIN

32. Proposed resolution Granting of a discharge to Luc CALLAERT, Réviseur d’Entreprises/Bedrijfsrevisor represented by Mr Luc Callaert, for the exercise of his mandate during the financial year closed on 31 December 2010. 1.FOR 2.AGAINST 3.ABSTAIN

33. Proposed resolution Granting of a discharge to Mr Romain Lesage for the exercise of his mandate during the financial year closed on 31 December 2010. 1.FOR 2.AGAINST 3.ABSTAIN

34. Proposed resolution Granting of a discharge to Mr Pierre Rion for the exercise of his mandate during the financial year closed on 31 December 2010. 1.FOR 2.AGAINST 3.ABSTAIN

35. Proposed resolution Granting of a discharge for the consolidated accounts of the Belgacom Group to DELOITTE Réviseurs d’Entreprises/Bedrijfsrevisoren, represented by Mr Geert Verstraeten and Mr Luc Van Coppenolle, for the exercise of their mandate during the financial year closed on 31 December 2010. 1.FOR 2.AGAINST 3.ABSTAIN

36. The annual general meeting takes note of the resignation of Mr Georges Jacobs as member of the Board. Mr Jacobs resigns for having reached the age limit of 70 years. For information

37. Proposed resolution To appoint, upon recommendation of the Nomination and Remuneration Committee and on nomination of the Board of Directors, Mr Pierre De Muelenaere as Board member for a period which will expire at the annual general meeting of 2017. 1.FOR 2.AGAINST 3.ABSTAIN

38. Proposed resolution To set the remuneration for the mandate of Mr Pierre 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.FOR 2.AGAINST 3.ABSTAIN

39. Ordinary General Shareholders’ Meeting Brussels, 13 April 2011