ordinary general shareholders’ meeting brussels, 14 april 2010

Ordinary General Shareholders’ Meeting

Brussels, 14 April 2010

Simultaneous translation

English : channel 3

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Test question

• Do you think that Rafael Nadal will win Roland-Garros for the fifth time this year?

1. FOR2. AGAINST3. ABSTAIN

Theo Dilissen

Chairman of the Board

Dirk Lybaert

Secretary General

Theo Dilissen


Introduction Chairman

2009 Integration Proximus, Telindus Belgium and Skynet

into Belgacom

Merger BICS/MTN

Solid financial results

2010 Customer centricity Innovation

Annual General Shareholders meetingResults Full-year 2009

Didier Bellens – President & CEO

Solid financial resultsin a challenging economic context

2009 financial results fully in line with expectations Revenue growing slightly to € 5.99 billion: +0.2% Solid margin: 32.6% * € 597 million invested in 2009, 10% of Group revenue Costs successfully lowered

Slide 18* EBITDA Margin; i.e. Earnings before interest, taxes, depreciation and amortisation as percent of revenue

Continued sound financial position Lowest debt in the sector: € 1.7 billion Sound free cash flow generation: € 797 million

Resilient in economic crisis No significant financial impact in Consumer Business Unit As expected, some impact on Enterprise Business Unit

Shareholder Return: new policyIncreased transparency

On 25 February 2010, the Belgacom Board of directors approved the

shareholder return policy to be as follows:

Commitment to return, in principle, most of the annual free cash flow*

Either through dividends or share buyback While keeping financial flexibility through annual review

From the financial result of the year 2010, Belgacom expects to return an

annual dividend of € 2.18 per share, payable in two tranches: an interim

dividend of € 0.50 per share and a normal dividend of € 1.68 per share.

* Belgacom defines free cash flow as cash flow generated by operating activities, minus capital expenditures and including other investing activities such as acquisitions or divestments.

Slide 19

Belgacom reference in sector 246,000 new TV customers in 2009 > 30% market share Digital TV +55.2% TV revenue Average revenue per user: €20.4 (+5%)

2009: very successful year for Belgacom TV

New Channels New Features

Slide 20

140,000

305,000

506,000

752,000

2006 2007 2008 2009

TV customers

Growing success of converged offers

Successful strategy Record sales in Q4’09 In 2009 258,000 Packs added Total of 560,000 Pack customers

153,000

302,000

560,000

2007 2008 2009

Number of Packs

SMS revenue from consumers > 8% growth

Strong increase in advanced mobile data, incl. mobile internet +12% for Households (CBU) +20% for Enterprises (EBU)

Success of convergence Fixed & Mobile through “Internet One”

Mobile Data growingSMS & Mobile internet

Building on our strengths: Convergence End-to-End solutions Innovation

Full-blown ICT strategy for our professional customers

“Be the leading network centric

ICT partner”

Slide 23

Profitable sales growth despite the crisis

2009 = exceptional year for BICS!

Revenue +9.9% - EBITDA +21.7% 19 billion voice minutes +19% Strong increase in SMS/MMS 100 new mobile data contracts market leadership reinforced

… combined with a strategic M&A transaction

(57.6%) (20%)(22.4%)

Slide 24

Flanders

Wallonia

Brussels

Investing in nation-wide quality network

€597m invested in 2009 or 10% of revenue

Fiber* Population coverage of ~73% In top 5 worldwide Total investment since 2004: ~€ 515 million € 45 million in 2009

TV Footprint of ~87% Most customers can watch in HD Testing 3D-TV

3G Outdoor coverage of ~97% Highest coverage of mobile players

MaIP Move-to-all-IP Business transformation project € 51 million invested since launch in 2008 € 40 million invested in 2009

Slide 25* Fiber to the street cabinet

Good strategic progress in 2009

Slide 26

Growth via Cross-sell

Operational Excellence

International Carrier

growth

Market growth

Innovation

Sustainability

Move customers to multi-playSuccessful convergent offers

High quality network Excellent footprint

MTN transaction Be part of consolidation

Fixed Broadband Mobile Broadband TV customers New services

Answer changing needs Launch of PingPing

Being socially responsible Ambitious 5-year plan

Strategy

Strategy – 2010 Continuation, but with focus on one priority

Continue long-term strategy focused on Convergence

Priority 2010: end-to-end customer satisfaction

End-to-end

Customer

Satisfaction

Slide 27

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 2009, including the following allocation of the results:

Profit of the period available for appropriation 245,749,399.82 €

Net transfers from the reserves available 433,652,949.65 €

Profit to be distributed 679,402,349.47 €

Remuneration of capital (gross dividends) * 667,196,870.81 €

Other beneficiaries (Personnel) 12,205,478.66 €

(*): For 2009, the gross dividend amounts to EUR 2.08 per share, entitling shareholders to a dividend net of withholding tax of EUR 1.56 per share, from which, on 4 December 2009, an interim dividend of EUR 0.40 (0.30 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 23 April 2010. The ex-dividend date is fixed on 20 April 2010, the record date on 22 April 2010 and the payment date on 23 April 2010.


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 2009.


Proposed resolution

Granting of a discharge to Mr Didier Bellens for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Jozef Cornu for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Guido J.M. Demuynck for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Pierre-Alain De Smedt for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Theo Dilissen for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mrs Carine Doutrelepont for the exercise of her mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mrs Martine Durez for the exercise of her mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Philip Hampton for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Georges Jacobs for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mrs Mimi Lamote for the exercise of her mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Michel Moll for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Oren G. Shaffer for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mrs Michèle Sioen for the exercise of her mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mrs Lutgart Van den Berghe for the exercise of her mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Paul Van de Perre for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a special discharge to Mr Robert Tollet for the exercise of his mandate until 30 September 2009.


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 2009.


Proposed resolution

Granting of a discharge to ERNST & YOUNG, Réviseurs d’Entreprises S.C.C./Bedrijfsrevisoren B.C.V., represented by Mr Marnix Van Dooren, for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Romain Lesage for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to Mr Pierre Rion for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to CALLENS, GUEVAR, VAN IMPE & Co, represented by Mr Herman Van Impe, for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge for the consolidated accounts of the Belgacom Group to ERNST & YOUNG, Réviseurs d’Entreprises SCC/Bedrijfs-revisoren BCV, represented by Mr Marnix Van Dooren, for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution

To appoint, upon recommendation of the Nomination and Remuneration Committee and on nomination of the Board of Directors, Mrs Lutgart Van den Berghe as Board member for a period which will expire at the annual general meeting of 2016.


Proposed resolution

To appoint, upon recommendation of the Nomination and Remuneration Committee and on nomination of the Board of Directors, Mr Pierre-Alain De Smedt as Board member for a period which will expire at the annual general meeting of 2016.


Proposed resolution

To set the remuneration for the mandate of Mrs Lutgart Van den Berghe and Mr Pierre-Alain De Smedt as follows, in accordance with the recommendation of the Nomination and Remuneration Committee:

• 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.


Proposed resolution


Upon recommendation of the Audit and Compliance Commmittee, on proposal of the Board of Directors and on nomination of the Joint Committee, to appoint Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises SC sfd SCRL, represented by Mr Geert Verstraeten and Luc Callaert SC sfd SPRLU, represented by Mr Luc Callaert for the statutory audit mandate of Belgacom SA of public law for a period of six years for an annual audit fee of 240,000 EUR (to be indexed annually).

Proposed resolution


Revoke anticipatively the mandate of the auditor in charge of certifying the consolidated accounts for the Belgacom Group, granted to Ernst & Young Bedrijfsrevisoren/Réviseurs d’Entreprises BCV/SCC, represented by Mr Marnix Van Dooren.

Proposed resolution


To appoint Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises SC sfd SCRL, represented by Mr Geert Verstraeten and Mr Luc Van Coppenolle, as auditor in charge of certifying the consolidated accounts for the Belgacom Group for a period of three years for an annual audit fee of 280,000 EUR (to be indexed annually).

The annual general meeting takes note of the decision of the “Cour des Comptes” taken on 10 February 2010, regarding the nomination of Mr Pierre Rion as member of the Board of Auditors of Belgacom S.A. of public law for a new term of six years.

For information

Proposed resolution


Approval of the annual accounts of Belgacom Mobile SA with regard to the financial year closed on 31 December 2009.

Proposed resolution

Granting of a discharge to the members of the Board of Directors of Belgacom Mobile SA for the exercise of their mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to the Auditor of Belgacom Mobile SA for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution


Approval of the annual accounts of Telindus SA with regard to the financial year closed on 31 December 2009.

Proposed resolution

Granting of a discharge to the members of the Board of Directors of Telindus SA for the exercise of their mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to the Auditor of Telindus SA for the exercise of his mandate during the financial year closed on 31 December 2009.


Proposed resolution


Approval of the annual accounts of Telindus Sourcing SA with regard to the financial year closed on 31 December 2009.

Proposed resolution

Granting of a discharge to the members of the Board of Directors of Telindus Sourcing SA for the exercise of their mandate during the financial year closed on 31 December 2009.


Proposed resolution

Granting of a discharge to the Auditor of Telindus Sourcing SA for the exercise of his mandate during the financial year closed on 31 December 2009.


Ordinary General Shareholders’ Meeting Brussels, 14 April 2010

Extraordinary General Shareholders’ Meeting


Theo Dilissen


Dirk Lybaert

Secretary General

Proposed resolutions

Questions & Answers

Vote on the proposed resolutions

Proposed resolutionProposal to renew the powers of the Board of Directors to acquire the maximum number of shares permitted by law in case this acquisition is necessary for preventing any imminent and serious prejudice to the Company. This mandate is granted for a new period of three years starting on the day of disclosure of this amendment to the Articles of Association by the General Meeting of 14 April 2010. The price paid for such shares may not be more than 5% above the highest closing price in the 30-day trading period preceding the transaction, and no more than 10% below the lowest closing price in that same 30-day trading period.

Proposal to modify Article 13, Section 4 of the Articles of Association as follows: replace “11 April 2007” by “14 April 2010” in Article 13, Section 4 of the Articles of Association.


Proposal to renew the powers of the Board of Directors, for a new period of three years starting from the day of this amendment to the Articles of Association by the General Meeting of 14 April 2010, to increase capital, in any and all forms, including a capital increase where the pre-emptive rights of shareholders are restricted or withdrawn, even after receipt by the Company of a notification from the Belgian Banking, Finance and Insurance Commission of a takeover bid for the Company’s shares. Where this is the case, however, the capital increase must comply with the additional terms and conditions laid down in Article 607 of the Commercial Companies Code.

Proposal to modify Article 5, Section 3, Sub-section 2 of the Articles of Association as follows: replace “11 April 2007” by “14 April 2010” in Article 5, Section 3, Sub-section 2 of the Articles of Association,


Proposed resolution


Proposed resolution

Proposal to grant all powers to the Secretary General, including that of replacement, for the purpose of coordinating the Articles of Association to reflect the resolutions above.

Extraordinary General Shareholders’ Meeting


ordinary general shareholders’ meeting brussels, 14 april 2010

Documents

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financial flexibility

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new tv customers

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annual free cash flow