Ordinary General Shareholders’ Meeting

Brussels, 13 April 2011

Theo Dilissen

Chairman of the Board

Dirk Lybaert

Secretary General

Theo Dilissen

Chairman of the Board

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

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

Remuneration report

Remuneration policyAims 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 policyRewards 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).

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.

Didier Bellens

President & CEO

10

Belgacom Annual General Shareholders meetingFull-year results 2010

Didier Bellens President and CEO

11

Belgacom Group Financials2010 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

676 625764

597734

11.4%10.3%

12.8%

10.0%11.1%

0,0%1,0%2,0%3,0%4,0%5,0%6,0%7,0%8,0%9,0%10,0%11,0%12,0%13,0%14,0%15,0%

0

200

400

600

800

1.000

1.200

2006 2007 2008 2009 2010

Capex % of revenue

€ 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

(1,716)

980 (702)(30) 16 (1,451)

Net debt December 2009

FCF Dividends Dividends to non controlling interests

Other Net debt December 2010

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)

A consistent long-term strategy centered around convergence

Growth viacross sell

High quality

networks & platforms

Move customers from single-play to multi-play

High quality networks & platformsOperational 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

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

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%

Digital57%

Analoge43%

31%

An international recognized success story

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

BelgacomEntertainment

CreateOpenness

ShareEmotions

Bringthe Human Touch

Enjoy Diversity

Anticipate the Future

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

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

InternetOnGSM

Try it!

Mobile data ~30% of Mobile service revenue

Advanced data ~35% of

Mobile data revenue

Customer is King: act on 3 layers

Become Belgian operator with best serviceBecome Belgian operator with best service

++ ++

• Quality of execution• New expert teams• Evening installations and

repair• Predictive treatments

• Quality of execution• New expert teams• Evening installations and

repair• Predictive treatments

• Simplify activation costs structure

• 1st reminder for free• Simplify product portfolio

• 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)

• Drastically reduce waiting times

• Call centres open until 10pm for support

• Personalized follow-up• Confirm appointments• New support site (EVA)

Improve operations Simplify Be accessible

Customer Centricity Change Customer Experience

Agenda

Questions & Answers

Vote on the proposed resolutions

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 appropriation 324,369,280.43 €

Net transfers from the reserves available 401,793,828.41 €

Profit to be distributed 726,163,108.84 €

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. FOR2. AGAINST3. ABSTAIN

Proposed resolution

Approval of the Remuneration Report.

1. FOR2. AGAINST3. ABSTAIN

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. FOR2. AGAINST3. ABSTAIN

Proposed resolution

Granting of a special discharge to Mr Philip Hampton for the exercise of his mandate until 14 April 2010.

1. FOR2. AGAINST3. ABSTAIN

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. FOR2. AGAINST3. ABSTAIN

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. FOR2. AGAINST3. ABSTAIN

Proposed resolution

Granting of a discharge to Luc CALLAERT, Réviseur d’Entreprises/Bedrijfsrevisorrepresented by Mr Luc Callaert, for the exercise of his mandate during the financial year closed on 31 December 2010.

1. FOR2. AGAINST3. ABSTAIN

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. FOR2. AGAINST3. ABSTAIN

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. FOR2. AGAINST3. ABSTAIN

Proposed resolution

Granting of a discharge for the consolidated accounts of the Belgacom Group to DELOITTERéviseurs 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. FOR2. AGAINST3. ABSTAIN

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

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. FOR2. AGAINST3. ABSTAIN

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. FOR2. AGAINST3. ABSTAIN

Ordinary General Shareholders’ Meeting

Brussels, 13 April 2011