PROSPECTUS 20 December 2005 belgocom BELGACOM FINANCE S.A. (incorporated with limited liability in Luxembourg) (as Issuer) BELGACOM, S.A. DE DROIT PUBLIC (incorporaieil with limited liability in Belgium) (as Issuer and as Guarantor) U.S.$1,000,000,000 Euro Medium Term Note Programme

On 16ih September, 1997 Belgacom H/tance S.A. ("Belgacom Finance.) ami Belgacom, S.A. de droit public (a company having made a public call on savings) ('Belgacom,' entered into a U.S.$1,000.000,000 Euro Medium Term Note Programme (the Programme,/ as issuer anil guarantor, respectively. On 3rd April, 2000, Belgacom also became tin issuer under the Programme. This Prospectus supersedes any previous Prospectus or Offering Circular and supplements thereto describing the Programme and is valid, for the purpose of the listing of Notes on the Luxembourg Stock Exchange, for a period of one Year from the (hue of publication. Any Notes (us defined below) issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under ihe Programme, each Issuer (as defined below) may from îîmc to time issue notes (the Notes) denominated, in the case of Belgacom Finance, in any currency and, in the case of Belgacom, as at the date hereof, only in euro, in each case as agreed between the relevant Issuer fas defined below) and the relevant Dealer (as defined below). The payment of all amounts due in respect of the Notes issued by Bcigacom Finance will be unconditionally and irrevocably guaranteed by Belgacom. The maximum aggregate nominal amount of all Noies from time to time outstanding will not exceed U.S.$1,000.000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as described herein. A description of the restrictions applicable at the dale of this Prospectus relating to the maturity of certain Notes is set out on page 8. The Notes may be issued on a continuing basis lo one or more of ihc Dealers specified on page 7 and any additional Dealer appointed under the Programme from time to lime, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). References in this Prospectus to the "relevant Dealer"' shall, in the ease of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10th Jul>, 2005 on prospectuses for securities lo approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted lo trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, Ihc issue price of Notes and any other terms and conditions not contained herein which arc applicable lo each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set forth in a final terms supplement (the Final Terms) which, with respect to Notes to be listed on ihc Luxembourg Stock Exchange will be filed with the CSSF. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive (as defined below), the minimum denomination shall be €50,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes) or more. The Programme provides that Notes may be listed or admitted lo trading, as the case may be, on such other or further stock cxchangc(s) as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Each Tranche of Notes issued by Belgacom Finance will initially be represented by a temporary global note (each a Temporary Global Note) which will be deposited on the relevant Issue Date with a common depositary on behalf of Euroclcar Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstrcam Banking, société anonyme (Clearslream, Luxembourg) and/or any other agreed clearance system and which will be exchangeable, as specified in the applicable Final Terms, for cither a permanent global note leach a Permanent Global Note) or Notes in definitive form (Definitive Notes) subject, in the case of Definitive Notes to such notice period as is specified in the applicable Final Terms), in each case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. As further described in Form of the Notes below, the applicable Final Terms will specify that a Permanent Global Note cither )i) is exchangeable (in whole but not in part) for Definitive Notes upon not less than 60 days1 notice or (ii) is only exchangeable (in whole but not in part) for Definitive Notes following the occurrence of an Exchange Event (as defined on page 13). Bcigacom Finance shall have the right to exchange a Permanent Global Note for Definitive Notes at any time, upon not less than 60 days' notice, as further described in "Form of the Notes" below. Each Tranche of Notes issued by Bcigacom will be cleared through ihc clearing system operated by the National Bank of Belgium or any successor thereto (the X/N Clearing System). Such Notes will be issued in compliance with the C Rules (as defined under "Summary of the Programme and Tcnns and Conditions of the Notes" under "Selling Restrictions'") and will be icprescnlcd on issue by a Permanent Global Note which shall be deposited with, or with a depositary of, the operator of the X/N Clearing System. Each Permanent Global Note representing Notes issued by Belgacom will only be exchangeable for Definitive Notes in the limited circumstances set out therein and as described in "Form of ihc Notes" below. The Programme has been rated by Standard & Poor's Ratings Services, a division of the McGraw Hill Companies Inc. (Standard & Poor's). Tranches of Notes issued pursuant lo the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating assigned to the Programme. A security rating is not a recommendation to buy, sell or bold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Each Issuer and, in the case of Notes issued by Bcigacom Finance. Belgacom may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplementary Prospectus, if appropriate, will be made available which will describe the cffecl of the agreement reached in relation to such Notes. Arranger Citigroup Dealers ABN AMRO BNP Paribas Citigroup Dresdner Kleinwort Wasserstein Fortis Bank ING Wholesale Banking JPMorgan KBC Bank NV Morgan Stanley UBS Investment Bank This document constitutes for the purposes of the listing of the Notes on the Luxembourg Stock Exchange two base prospectuses for the purposes of Article 5.4 of Directive 2003/7J/EC (the Prospectus Directive,), (i) the base prospectus for Belgacom Finance in respect of non-equity securities within the meaning of Article 22 No.6(4) of the Commission Regulation (EC) No.809/2004 of 291 h April, 2004 (the Notes,) to be issued by Belgacom Finance under the Programme, and (ii) the base prospectus for Belgacom in respect of Notes to be issued by Belgacom under the Programme (together, the Prospectus ). Copies of Final Terms will be available from the registered office of each Obligor and the specified office set out below of each of the Paying Agents (as defined below). In this Prospectus, references to the Issuer are to either Belgacom Finance or to Belgacom, as the case may be, as the issuer or intended issuer of Notes under the Programme and references to the relevant Issuer shall be construed accordingly, and references to Group are to Belgacom and its consolidated subsidiaries. This Prospectus is to be read in conjunction with all documents which are deemed lo be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Obligors in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Obligors in connection with the Programme. No person is or has been authorised by either Obligor to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by either of the Obligors or any of the Dealers. Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by either of the Obligors or any of the Dealers that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and, where applicable, Belgacom as guarantor. Neither this Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of either of the Obligors or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning either of the Obligors is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of either of the Obligors during the life of the Programme or lo advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Prospectus when deciding whether or not to purchase any Notes. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription and Sale"). This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in any such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Obligors and the Dealers represents that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Obligors or the Dealers which would permit a public offering of any Notes outside Luxembourg or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including United Kingdom, Belgium and Luxembourg) and Japan (see "Subscription and Sale"). All references in this document to U.S. dollars, U.S.$, USD and S refer to United States dollars. In addition, all references to EUR, euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

RESPONSIBILITY STA TEMENT

Each of Belgacom Finance and Belgacom (each an Obligor and together the Obligors) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of each Obligor (each having taken all reasonable care lo ensure that this is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect its import. TABLE OF CONTENTS

Page General Description of the Programme 5 Risk Factors 11 Documents Incorporated by Reference 23 Form of the Notes 24 Applicable Final Terms 27 Terms and Conditions of the Notes 37 Use of Proceeds 62 Description of Belgacom Finance S.A 63 Description of Belgacom, S.A. de droit public 67 Taxation 80 Subscription and Sale 83 General Information 86

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s) in the applicable Final Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be admitted to trading on a regulated market in the European Economic Area, the aggregate principal amount of Notes allotted does not exceed 105 per cent, of the aggregate principal amount of the relevant Tranche) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. GENERAL DESCRIPTION OF THE PROGRAMME The following description does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions defined in Form of the Notes and Terms and Conditions of the Notes below shall have the same meanings in this description. Issuers: Belgacom Finance S.A. Belgacom, S.A. de droit public (a company having made a public call on savings) Guarantor (of Notes issued by Belgacom, S.A. de droit public (a company having made a public Belgacom Finance): call on savings) Description: Euro Medium Term Note Programme Arranger: Citigroup Global Markets Limited Dealers: ABN AMRO Bank N.V. BNP Paribas Deutsche Bank AG London Dresdner Bank Aktiengesellschaft Fortis Bank nv-sa ING Bank N.V. Merrill Lynch International J.P. Morgan Securities Ltd. KBC Bank N.V. Morgan Stanley & Co. International Limited Citigroup Global Markets Limited UBS Limited and any other Dealers appointed in accordance with the Programme Agreement. Certain restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale") including the following restrictions applicable at the date of this Prospectus. Notes with a maturity of less than Notes having a maturity of less than one year will, if the proceeds one year: of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see "Subscription and Sale". Issuing and Principal Paying Agent Citibank, N.A. (for Notes issued by Belgacom Finance): Domiciliary Agent (for Notes issued Fortis Bank nv-sa by Belgacom): Any Notes issued by Belgacom will be issued pursuant to and with the benefit of a Domiciliary Agency Agreement dated 3 April 2000 between Belgacom and Fortis Bank N.V. and not pursuant to or with the benefit of the Agency Agreement (as defined in the Terms and Conditions of the Notes). Luxembourg Listing Agent: Fortis Banque Luxembourg S.A. Size: Up to U.S.S 1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Obligors may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Currencies: Notes may be distributed in euro, United States dollars, Japanese yen and subject to any applicable legal or regulatory restrictions, any other currency agreed between the relevant Issuer and the relevant Dealer except that as at the date hereof, Notes issued by Belgacom may only be denominated in euro. Redenomination: The applicable Final Terms may provide that certain Notes may be redenominated in euro. The applicable provisions relating to any such redenomination will be set out in such Final Terms. Maturities: The Notes will have such maturities as may be agreed between the relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or the relevant Specified Currency. Issue Price: Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Form of Notes: Each Tranche of Notes issued by Belgacom Finance will be in bearer form and will initially be represented by a Temporary Global Note which will be deposited on the relevant Issue Date with a common depositary for Euroclear and Clearstream, Luxembourg and/or any other agreed clearance system and which will be exchangeable, upon request, as described therein for either a Permanent Global Note or Definitive Notes (as indicated in the applicable Final Terms and subject, in the case of Definitive Notes, to such notice period as is specified in the applicable Final Terms), in each case not earlier than 40 days after the Issue Date upon certification of non-U.S. beneficial ownership as required by U.S. Treasury regulations. As described in "Form of the Notes" below, the applicable Final Terms will specify that a Permanent Global Note either (i) is exchangeable (in whole but not in part) for Definitive Notes upon not less than 60 days' notice or (ii) is only exchangeable (in whole but not in part) for Definitive Notes upon the occurrence of an Exchange Event. Belgacom Finance shall have the right to exchange a Permanent Global Note for Definitive Notes at any time, upon not less than 60 days' notice, as described in "Form of the Notes" below. Any interest in a Global Note issued by Belgacom Finance will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other agreed clearance system, as appropriate. Each Tranche of Notes issued by Belgacom will be cleared through the clearing system operated by the National Bank of Belgium or any successor thereto (the X/N Clearing System). Such Notes will be issued in compliance with the C Rules (as defined below) and will be represented on issue by a Permanent Global Note. Such Permanent Global Note shall be deposited with, or with a depositary of, the operator of the X/N Clearing System. Each Permanent Global Note representing Notes issued by Belgacom, will only be exchangeable for Definitive Notes in the limited circumstances set out therein and as described in "Form of the Notes" below. Any interest in a Permanent Global Note issued by Belgacom will be transferable only in accordance with the rules and procedures for the time being of the X/N Clearing System.

Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer (as indicated in the applicable Final Terms) and on redemption, and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer. Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined: (i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2000 1SDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or (iii) on such other basis as may be agreed between the relevant Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes. Index Linked Notes: Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the relevant Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). For so long as Index Linked Notes may not be cleared through the X/N Clearing System, such Notes will not be issued by Belgacom. Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes may also Floating Rate Notes and Index have a maximum interest rate, a minimum interest rate or both Linked Interest Notes: (as indicated in the applicable Final Terms). Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer. Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the relevant Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). For so long as Dual Currency Notes may not be cleared through the X/N Clearing System, such Notes will not be issued by Belgacom. Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest other than in the case of late payment. Redemption: The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments), if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon giving notice to the Noteholders or the relevant Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution, see "Certain Restrictions - Notes having a maturity of less than one year" above. Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see "Certain Restrictions - Notes with a maturity of less than one year" above and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €50,000 (or, if the Notes are denominated in a currency other than the euro, the equivalent amount in such currency). Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed within Luxembourg or Belgium in the case of Belgacom Finance or Belgium, in the case of Belgacom, all subject as provided in Condition 7. In respect of Notes issued by Belgacom, withholding tax may be deducted from payments to a Noteholder who is not an Eligible Investor (as defined in Condition 7) or otherwise fails to meet any other condition for exemption from Belgian withholding tax pursuant to the law of 6th August, 1993. Negative Pledge: The terms of the Notes will contain a negative pledge provision as further described in Condition 3. Cross Default: The terms of the Notes will contain a cross-default provision as further described in Condition 9.

The cross-default has a threshold of U.S.$30,000,000 but the provision is not triggered if Belgacom Finance or Bcigacom is in default in respect of the relevant indebtedness, guarantee or indemnity as a result of the Belgian state ceasing to own more than 50 per cent, of the issued share capital of Belgacom. As at the date hereof, Belgacom Finance and Belgacom have outstanding indebtedness, guarantees and/or indemnities, the relevant cross- default or event of default provisions of which may be triggered in the event that the Belgian state reduces its holding of the issued share capital of Belgacom. Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and, subject to the provisions of Condition 3, unsecured obligations of the relevant Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the relevant Issuer from time to time outstanding. Guarantee: The Notes issued by Belgacom Finance will be unconditionally and irrevocably guaranteed by Belgacom. The obligations of Belgacom under such guarantee will be direct, unconditional and, subject to the provisions of Condition 3, unsecured obligations of Belgacom and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of Belgacom from time to time outstanding. Rating: The Programme has been rated A+ (outlook stable) by Standard & Poor's (as defined in Risk Factors) and AA2 (outlook stable) by Moody's (as defined in Risk Factors). Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Listing and admission to trading: Application has been made to the CSSF to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Luxembourg Stock Exchange. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. Governing Law: Notes issued by Belgacom Finance will be governed by, and construed in accordance with, English law. Notes issued by Belgacom will be governed by, and construed in accordance with, Belgian law. Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom, Belgium and Luxembourg), Japan and such other restrictions as may be required in other jurisdictions in connection with the offering and sale of a particular Tranche of Notes. See "Subscription and Sale" below. Each Issuer is being treated as a Category 2 issuer for the purposes of Regulation S under the United States Securities Act of 1933, as amended. Notes issued by Belgacom Finance will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the D Rules). Notes issued by Belgacom will be issued in compliance with the U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the C Rules).

10 RISK FACTORS Each Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and neither the Issuers nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Each Issuer and the Guarantor believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme. Prospective investors should, however, read the detailed information set out elsewhere in this Prospectus and in the documents incorporated by reference herein and reach their own views prior to making any investment decision. Factors that may affect the Issuers' ability to fulfil their obligations under Notes issued under the Programme and factors that may affect the Guarantor's ability to fulfil its obligations under the Guarantee

Risks Related to the Group's Business Belgacom's operating revenue and net profit could decline if the growth in the Belgian telecommunications market slows. Belgacom's primary business is the provision of communications services in Belgium. Substantially all of Belgacom's revenues are derived from Belgium of from Belgian customers, and Belgacom's future revenues and profitability are dependent in substantial part on the growth of the Belgian telecommunications market and the evolution of average telecommunications spending by Belgian customers. According to Company estimates based on market research data, the compound annual growth rate of the Belgian telecommunications market from 2002 to 2004 was approximately 4%. The telecommunications industry in Belgium is highly developed. As of 30 June 2005 residential fixed-line penetration in Belgium was approximately 72% in terms of households and as of 30 June 2005, mobile penetration based on active customers was around 83% of the total population. These high active penetration rates may make it difficult for the Company and Belgacom Mobile to increase current levels of mobile customers. Therefore, future revenue growth is likely to be dependent upon growth in advanced data and/or commercial take-up of new services. Increased competition in the fixed-line market in Belgium may result in further reduction in Belgacom's tariffs, loss of market share and declines in voice revenue. Belgacom is the incumbent provider of fixed-line telecommunications services in Belgium. Since the Belgian fixed-line services market was opened to full competition on I January 1998, Belgacom has faced increasing competition from other Belgian fixed-line operators. In addition, direct access competitors contribute to churn in respect of Belgacom's fixed line customer, and carrier pre-selection providers exert significant pressure on fixed voice traffic tariffs. Belgacom will seek to offset declines in traffic and access lines with additional customer-oriented offers and tighter costs controls, however, there can be no assurance that the Company will be successful in offsetting the expected decline in voice revenue. As a result of increasing competition as well as changes in the regulatory environment, Belgacom anticipates a reduction in overall average tariffs and market share in its fixed-line business, which could cause our growth rates, operating revenue, and net profit to decline. Belgacom Mobile faces increasing competition in the Belgian mobile communications market, which may result in further reductions in tariffs and loss of market share. In the Belgian mobile communication market, there are currently three licensed operators for 2G and 3G services: Belgacom Mobile, Mobistar and BASE. As of 30 June 2005, Belgacom Mobile had a market share of 48,7% (active customers). With mobile penetration growth slowing down in the Belgian market, the introduction of mobile number portability since October 2002 (> l Mio ports since Oct 2002) and the launch of Service providers/reseller on Base's network, competition in the

11 mobile communication services market in Belgium has increased and is expected to continue to increase faster due to a potential upcoming of real Mobile Virtual Network Operators ("MVNOs") entrance in early 2006. The competition of the market could be reinforced by the strength of the expected MVNO entrances, like Telenet and/or Tele2, which could leverage more on their brand awareness than the today's service providers/resellers. In addition, in order to gain market share over the next few years, Mobistar and BASE will, among other things, continue to reduce their tariffs and increase their marketing efforts. This increase in the competition will result in a reduction of Belgacom Mobile's average tariffs and market share and an increase in its customer acquisition and retention costs, which will cause Belgacom Mobile's operating revenue and net profit to decline. A new threat appeared during 2005 and could be reinforced in 2006: the battle that happens on the fix line market where (low) flat rate tariffs could impact the usage of mobile customers. Also Mobistar Triple Play offers could appear obliging Belgacom divisions to react by an adapted (downgraded) pricing. A decline in growth in the Belgian broadband market, increasing competition and regulatory decisions could cause Belgacom's broadband market share to decline, limit demand for its newer broadband products and services and limit Belgacom's ability to increase its revenues Belgium is a leader in broadband penetration per on-line household. Future growth in broadband penetration is linked to PC penetration in Belgium. As of 31 December 2004, Belgium had a PC penetration rate of approximately 54% in terms of households and a portion of these PC's cannot support a broadband connection or are not equipped with a modem. As a result, the addressable market for Internet and broadband services is limited to approximately half of the households in Belgium. In addition, business Internet connectivity is beginning to reach saturation. Competition from cable broadband is intense, especially in the northern part of Belgium and also in the Walloon part where the cable operators are joining forces and increased competition may put pressure on tariffs for ADSL access and services. Regulatory changes could also negatively impact Belgacom's broadband market share. Less than anticipated growth in demand for Belgacom's broadband products and services or a loss of market share could cause Belgacom's operating revenue and net profit to decline. Increased use of regulated domestic wholesale products may lead to a decline in the use of Belgacom's commercial wholesale products. In its domestic wholesale services, Belgacom anticipates significant take up in terms of volumes for its regulated products in respect of access especially bitstream access, which may lower demand for Belgacom's commercial products. The prices for Belgacom's regulated wholesale services (such as local loop unbundling, bitstream access and interconnection) are subject to the prior approval of the BIPT through its approval of reference offers. The prices for Belgacom's commercial wholesale services are not subject to the BIPT's prior approval, but certain services such as leased lines are subject to the principles of cost-orientation. In addition, Belgacom expects that competition in commercial products will intensify with more alternatives to Belgacom's network, which will increase pression on prices. The increased take up of regulated products and increased competition could cause Belgacom's operating revenue and net profit to decline. // the penetration and usage of existing and new data services are lower than expected, Belgacom Mobile' ARPU could decline. One of Belgacom's strategic initiatives is to at least maintain Belgacom Mobile's average revenue per user (ARPU) Belgacom Mobile's future ARPU growth is heavily dependent on an increase in data penetration, voice usage and usage existing and new data services, as well as on the development of new and commercially viable products and services. If data services, such as MM S and 3G services do not gain wide acceptance or grow more slowly than expected in Belgium, or if Belgacom Mobile's competitors' data services gain wider acceptance than similar services from Belgacom Mobile, operating revenue and net profit could decline. If Belgacom fails to develop and introduce new products and services on a timely basis, it could lose customers In order to grow its revenues, Belgacom must successfully introduce new products and services. The Group is developing new products and services, including broadband and mobile Internet

12 services, in order to attract and retain customers. In 2005, Belgacom launched the Interactive Digital Television (IDTV) and is developing new products and services for 2006 and further. These strategic initiatives have, and Belgacom expects that they will continue to require, substantial expenditure and commitment of human resources over the next three to four years and possibly longer. Belgacom may not be able to offer these new products and services, and even if it does offer them, the new products and services might not be successful. Similarly, there can be no guarantee that the recently launched IDTV will prove to be successful. This would affect the Group's ability to expand the broadband products and services it offers and plans to offer to both fixed and mobile subscribers. In addition, Belgacom's competitors may introduce and have introduced new broadband, digital TV and mobile Internet services before or at the same time as Belgacom. As a result, Belgacom could lose customers, fail to attract new customers or incur substantial costs in order to maintain its customer base.

Continuing rapid changes in technologies could increase competition or require Belgacom to make substantial additional investments. Many of the services Belgacom offers are technology-intensive. The development of new technologies may render the Group's services uncompetitive. Belgacom may have to make substantial additional investments in developing, rolling out or obtaining licenses for new technologies to remain competitive. Belgacom has integrated the launch of ADSL 2 in its investment plan. These new technologies that the Group chooses to invest in may not prove to be commercially successful. As a result, Belgacom could lose customers, fail to attract new customers or incur substantial costs in order to maintain its customer base.

We depend on the reliability of our networks, and a system failure or a breach of our security measures could result in a loss of customers and reduced revenues. Belgacom is able to deliver services only to the extent that it can protect its network systems against damage from telecommunication failures, computer viruses, natural disasters, and unauthorized access. Any system failure, accident, or security breach that causes interruptions in the Group's operations could impair its ability to provide services to the Group's customers and negatively impact the Group's revenues and results of operations. To the extent that any disruption or security breach results in a loss or damage to customers' data or applications, or inappropriate disclosure of confidential information, Belgacom may incur liability as a result. In addition, the Group may incur additional costs to remedy the damages caused by these disruptions or security breaches. Although Belgacom currently possess errors and omissions insurance, business interruption insurance and insurance specifically to guard against certain losses resulting from, for instance, computer viruses and security breaches, these policies may not provide effective coverage.

If the global voice transit market grows less than expected, voice margins in Belgacom International Carrier Services segment could decrease In the international carrier services market, Belgacom anticipates that growth in the voice transit market will mainly be driven by expected increases in mobile traffic. However voice margins per minute have been under significant pressure over the past few years as a result of price competition and the ease with which customers are able to change providers. If pressure on voice margins should continue and/or if the Group does not offset price decreases with increased volume, Belgacom's growth rate, operating revenue and net profit could decline.

Actual or perceived health risks or other problems relating to mobile handsets or base stations could lead to a decrease oj mobile communication usage. Concern has been expressed that the electromagnetic signals from mobile handsets and base stations may pose health risks or interfere with the operation of electronic equipment, including automobile braking and steering systems. Actual or perceived risks associated with mobile handsets or base stations and related publicity, regulation or litigation could reduce the Group's mobile telephone customer base, make it difficult to find or maintain attractive sites for base stations or cause mobile telephone customers to use their mobile phone less. Today, there is no scientific evidence of any link existing between the use of mobile phones and a negative effect on health.

13 Belgacom may be sued by third parties for infringement of proprietary rights. The telecommunications industry and related service businesses are characterized by the existence of a large number of patents and trademarks. Litigation based on allegations of patent infringement or other violations of intellectual property rights is common. As the number of entrants into the market grows and the overlap of product functions increases, the possibility of an intellectual property infringement claim against Belgacom grows. In addition, the Group may be sued for copyright or trademark infringement for purchasing and distributing content through various fixed- line or wireless communications and other media, such as through its portals. Any such claims or lawsuits, whether with or without merit, could be time-consuming, result in costly litigation and diversion of technical and management personnel, cause product shipment delays or delays in the granting of patent applications or require the Group to develop non-infringing technology or to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on commercially reasonable terms or at all. If a successful claim of product infringement were made against the Group or it could not develop non-infringing technology or license the infringed or similar technology on a timely and cost-effective basis and on commercially reasonable terms, its operating revenue and net profit could decline. Risks related to claims and legal proceedings From time to time Belgacom has been, and expects to continue to be, subject to legal, regulatory and tax proceedings and claims arising in the ordinary course of its business. The Group is currently involved in various judicial and regulatory proceedings, including those for which a provision has been made (see note 17) and those described below, in the jurisdictions in which it operates concerning matters arising in connection with the conduct of its business. These include also proceedings before the Belgian Institute for Postal services and Telecommunications (BIPT), appeals against decisions taken by the BIPT on the one hand, and proceedings with the Belgian tax administrations with respect to real estate withholding taxes on the other hand. "Benefit Excellence" case In September 2002, Codenet, Versatel, Colt and Worldcom filed a complaint with the Belgian Competition Council alleging that Belgacom's "Benefit Excellence Program" constitutes an abuse of an alleged dominant position in the market through pricing and loyalty rebates. The complainants also filed a request for interim relief measures with the President of the Competition Council requesting, among other things, the suspension of the program. Belgacom's "Benefit Excellence Program", which was launched in March 2002, is a voice telephony tariff plan aimed at large corporate users offering specific base rates for national telephony and for fixed-to-mobile calls as well as an additional discount scheme. In May 2004, the complainants have suppressed their price squeeze allegation for the year 2004 and Belgacom has clarified to its customers the volume discount scheme confirming there was no locking of customers. On 22 December 2004, the President of the Competition Council rejected the complainants' request for interim relief measures because Belgacom had clarified the way the volume discounts are applied, and stated that there was, in his opinion, no serious risk that other licensed operators would disappear because of the 'Benefit Excellence' tariffs (and especially the volume discount). The issue of interim relief measures having been closed successfully for Belgacom, the case on the merits with respect to the alleged infringement is still pending and no calendar for the proceedings has been set. Belgacom may be subject to an obligation to increase the retail tariffs that are the subject of the claim and if it would ultimately be found to have committed an abuse of dominant position, it may be subject to a maximum fine of up to 10% of the Group's annual turnover. Based on this, Belgacom has provided for a portion of the claim. "Base III" case In June 2003, BASE filed an action against Belgacom Mobile before the Commercial Court of Brussels. BASE alleges that Belgacom Mobile's termination rates since 1 October 2000 are not in accordance with the official telecommunications regulations requiring cost oriented pricing and that Belgacom Mobile's Proximus-to-Proximus tariffs constitute an abuse of Belgacom Mobile's alleged

14 dominant position in the Belgian market. BASE's provisional estimate of the claim for compensation, based upon BASE's briefs in August 2004, amounts to approximately EUR 700 million in reimbursement and damages, representing the amount of lost revenue that BASE allegedly suffered as a result of these practices, and is subject to increase. On 1 March 2004, Mobistar filed a request to intervene voluntarily in the action brought by BASE against Belgacom Mobile. Mobistar alleges that if the Commercial Court of Brussels were to find that Belgacom Mobile's termination rates were not in accordance with the obligation of cost oriented pricing, Mobistar should be awarded damages provisionally estimated by Mobistar to range between EUR 967,000 and EUR 56,000,000 depending on the termination rates upheld by the Court. Furthermore, Mobistar alleges that in addition to the Proximus- to- Proximus tariffs, certain tariff schemes offered by Belgacom Mobile to business and corporate customers constitute an abuse of Belgacom Mobile's allegedly dominant position. Mobistar requests the Court to appoint a court expert to calculate the amount of alleged damages and seeks compensation for such damages, provisionally estimated at a minimum of EUR 50,000,000. As with the action filed by BASE, Belgacom Mobile is contesting the claim made by Mobistar. Belgacom believes that its mobile termination rates were in line with the rulings of the BIPT. Accordingly, no provision was recorded in the financial statements at 31 December 2004. "Base HI bis" case In February 2005, BASE filed an additional action against Belgacom Mobile before the President of the Commercial Court of Brussels, which is intimately linked with the existing file which opposes Belgacom Mobile against BASE & Mobistar : BASE alleges that Belgacom Mobile's Proximus-to-Proximus tariffs in certain tariff plans constitute an abuse of Belgacom Mobile's allegedly dominant position in the Belgian market, these tariffs being lower than for calls to the other mobile networks and the tariff difference not being justified by a difference in underlying termination costs. On the basis of these allegations BASE requests a cease and desist order of certain tariff plans. As with the previous action of BASE, Belgacom Mobile contests the claim made. The case was pleased in September 2005; a ruling may expected as of October 2005. In case of a negative ruling the risk for Belgacom Mobile will entail a cessation of certain retail tariff. "Happy Time" case In July 2005, Tele2 filed a complaint with the Belgian competition authority, combined with a request for interim measures, concerning the Happy Time offer of Belgacom on the grounds of alleged price squeezing. The requested interim measures are aimed at prohibiting the offer on a provisional basis pending the outcome of the case on the merits. In the report resulting from the investigation, the Competition Service proposes to the President of the Competition Council to impose interim measures either at the retail level or at the wholesale level to remedy the alleged price squeeze that would be created by the Happy Time offer. Belgacom formally contests the claim. The proceedings are currently still pending. "Jupiler League" case In July 2005, the Belgian competition authority rejected the complaint that Telenet had lodged against the granting by the Football League to Belgacom Skynet of the broadcasting rights to the national soccer competition. Telenet has now filed an appeal against the Competition Council's decision with the Brussels Court of Appeal asking the latter to reverse the Council's decision and to find that there has been an infringement of the competition rules in granting all the broadcasting rights to Belgacom Skynet. An appeal against the said decision has also been lodged by BeTV, the pay-TV channel active in the southern part of the country. The proceedings are currently pending and are likely to take several months. Tax on pylons Since 1997, BMB has been taxed by some communes and two provinces on pylons and other constructions, hereinafter called TOP. In December 1997 BMB appealed a taxation rule imposed by the Commune of Schaerbeek before the State Council. The State Council sent the case to the European Court of Justice with two prejudicial questions, which related to the issue whether or not these TOP comply with European Law.

15 On September 8th, 2005 the European Court of Justice ruled that: 1. TOP is not infringing EU law since such tax is imposed on all mobile operators in Belgium (whether international or national); 2. TOP is not illegal unless one could demonstrate on a national level that such a tax disadvantages the new mobile operators (who did not benefit special rights) compared to the historical mobile operator. The case will again be submitted to the State Council; a decision can be expected at the earliest as of the fourth quarter of 2006. This means that the EU ruling does have any legal consequences for the moment, but due to the extensive media coverage the number of communes imposing such taxed will increase forcefully. Belgacom Mobile will continue to contest these tax rulings individually before the Belgian Courts based upon arguments derived from Belgian law. Definitely in the short term the ruling of the European Court of Justice will lead to additional costs to be borne by Belgacom Mobile.

Risks Related to Regulatory Matters Future changes in the Belgian communications laws or the powers and structure of the BIPT, the Belgian communications regulatory authority, could affect Belgacom's business. Belgium is working on the implementation of the new EU framework for regulation of electronic communications networks and services. Such legislation will to a large extent replace the current framework and will among other things, give the BIPT a significant degree of flexibility to impose additional regulatory obligations on operators with "significant market power" in order to remedy market failures in certain markets. In addition, under Belgium's federal system, the regulation of radio and television broadcasting falls within the competence of the regional authorities. As a result, a part of the legislation will be implemented by Belgium's regional authorities. See "Regulation". Belgacom cannot predict when such federal and regional legislation will be enacted or what measures the BIPT or regional authorities may impose, nor can it estimate the potential impact on Belgacom's operating revenue or net profit. Furthermore, Belgacom cannot predict what effect subsequent changes in the law or regulations other than those required to implement the new EU framework, including modifications to the powers and structure of the BIPT, may have on Belgacom's business. Pending the adoption of such implementing legislation, Belgacom cannot predict which provisions, if any, of the directives under the new EU framework will be enforceable or have effect in Belgium under "direct effect" case law or otherwise, nor can it estimate the potential impact thereof on its operating revenue or net profit.

Some of the Company's and Belgacom Mobile's tariffs are subject to approval by the BIPT, which may limit their flexibility in pricing and could reduce the Group 's net profit. Belgacom 's operating revenue and net profit could decline if additional wholesale price controls or access requirements are imposed on it. The 2005 Law maintains the previous obligations applied to the fixed-line operators with significant market power, such as the Company, to offer cost-based tariffs for retail voice telephony, retail leased line services and regulated wholesale services (such as interconnection, unbundling of the local loop, regulated bitstream access and special access) until the remedies are adopted by the regulator after the market analysis. The Company's tariffs for regulated wholesale services are subject to the prior approval of the BIPT. It is likely this obligation will remain at the end of the process of the market analysis. Any action by the BIPT that delays denies or requires a change in wholesale pricing could result in lost revenue and have a material adverse effect on the Group's operating revenue and net profit. While the Company's retail voice telephony tariffs may be implemented without the BIPT's prior approval, they are subject to a price cap formula, which has been set to ensure affordability. To ensure compliance with the price cap, the BIPT reviews any changes the Company makes to its retail voice telephony tariffs. If the BIPT determines that the Company is not in compliance with the principles set out above, the Company could be forced to modify its tariffs. There can be no assurance that such modifications would allow the Company to fully recover its costs or would not materially limit the Company's ability to make a profit from its services.

16 Belgacom has initiated a program, called the "Broadway" project, to invest in upgrading its network to enable it to offer, among other things, services based on Very High Digital Subscriber Line (VDSL) technology. If regulators were to impose access requirements in respect of VDSL technology, it could have a material adverse effect on Belgacom's return on these planned investments. In the fixed-line services market, competitors have introduced non-reciprocal interconnection rates that are much higher than the Company's. For example, in the first quarter of 2002, Telenet increased its interconnection termination rate by 427%, and in April 2003, Versatel increased its interconnection termination rate by 670%>. The Company challenged the reasonableness of these interconnection arrangements with the BIPT and in the Belgian courts. In June 2002, the BIPT upheld the reasonableness of the Telenet tariffs. On 17 March 2005, the Court of Appeal of Antwerp declared that he had no jurisdiction in relation to the matter. The Company has decided to lodge a cassation procedure against the above decision. On 19 February 2004, the President of the Commercial Court of Brussels decided that he had no jurisdiction in relation to the action brought by the Company against Versatel. The company decided to not lodge an appeal against this decision but appealed the BIPT's decision that upheld the reasonableness of the Versatel tariffs As an operator with significant market power in the interconnection market, Belgacom Mobile is obligated to offer cost-oriented termination charges. In December 2001, the BIPT ruled that Belgacom Mobile's termination charges must decrease by approximately 50% over four years. The BIPT expresses rate decreases as a percentage decrease from Belgacom Mobile's interconnection tariffs, as adjusted for inflation by reference to the Belgian retail price index (the RPI). See "Regulation — Price Regulation — Interconnection Access and Pricing". The last reduction of 6% pursuant to the BIPT decision of December 2001 was implemented in November 2004. BASE, as an operator not deemed by the BIPT to have significant market power, is not subject to similar cost controls. However, operators with significant market power, such as the Company, Belgacom Mobile and Mobistar, are only obliged to accept termination rates that are reasonable. On that basis, the reasonableness of BASE's termination rates was challenged before the BIPT Council, which, on 29 August 2003, decided to approve an increase in BASE's termination rates as of 1 October 2003 finding that such increase was reasonable. Belgacom Mobile has appealed this approval by the BIPT before the Brussels Court of Appeal. In September 2003, the BIPT ruled that Mobistar, as a result of its designation by the BIPT as an operator with significant market power, should decrease its termination charges by 6% as of 1 November 2003 and by an additional 6% as of November 2004. Belgacom Mobile has appealed this BIPT decision arguing that the reductions imposed on Mobistar by the BIPT were insufficient to be compliant with the regulatory obligations of Mobistar as an operator with significant market power. If the BIPT were to order additional reductions of the Company's or Belgacom Mobile's charges or if other fixed-line or mobile operators were permitted to increase their termination rates, and Belgacom is unsuccessful in proceedings it may bring to challenge the BIPT's decisions ordering such reductions or permitting such increases, this could have a material adverse affect on Belgacom's ability to recoup its costs and meet its business objectives and its operating revenue and net profit could decline. The outcome of pending disputes involving Belgacom with or before Belgian Government bodies could adversely affect Belgacom's operating revenue and net profit. Belgacom is a party to a number of disputes with or before the BIPT and the Belgian Competition Council. These disputes involve, among other things, the duty of Belgacom to provide competitors with bitstream access and other forms of access to its networks, the pricing for interconnection, access and other services provided to competitors, and the pricing of Belgacom's voice telephony service for its corporate customers. Some of these disputes are under judicial review in Belgian commercial courts and the Belgian Council of State. For example, in June 2003, BASE filed an action against Belgacom Mobile before the Commercial Court of Brussels alleging that Belgacom Mobile's termination rates since 1 October 2000 are not in accordance with the official telecommunications regulations requiring cost oriented pricing and that Belgacom Mobile's Proximus- to-Proximus tariffs constitute an abuse of Belgacom Mobile's alleged dominant position in the Belgian market. On 1 March 2004, Mobistar filed a request to intervene voluntarily in the action brought by

17 BASE against Belgacom Mobile alleging that if the Commercial Court of Brussels were to find that Belgacom Mobile's termination rates were not in accordance with the obligation of cost-oriented pricing, Mobistar should be awarded damages provisionally estimated by Mobistar to range between €967,000 and €56,000,000, depending on the termination rates upheld by the Court. Furthermore, Mobistar alleges that in addition to the Proximus-to- Proximus tariffs, certain tariff schemes offered by Belgacom Mobile to business and corporate customers constitute an abuse of Belgacom Mobile's allegedly dominant position. Adverse decisions in some or all of these proceedings could cause Belgacom's operating revenue and net profit to decline. In the same area of concern, Tele2 has requested the Competition Council to adopt interim measures to prevent Belgacom to maintain its "Happy Time" offer (a tariff plan in which the off- peak communications are free whilst the peak communications are at a fixed price) arguing that such tariff is a price squeeze. In case of adverse decision, this could weaken the competitive position of the Company.

There are instances where the Belgian Competition Council's powers to resolve disputes in the telecommunications sector overlap with those exercised by the BIPT or the Belgian courts, which may result in the Company and Belgacom Mobile being subject to parallel proceedings and conflicting decisions on the same issues. The Belgian Competition Council has recently been given authority to resolve disputes between telecommunication operators regarding, among other things, interconnection, special access and unbundling of the local loop. The BIPT may still intervene in such disputes on the basis of its general power to enforce the provisions of the 2005 Law. In addition, Belgian courts have jurisdiction with respect to certain aspects of general competition law. These "overlapping" powers may result in Belgacom being forced to litigate competitors' complaints in more than one forum on the same issue. There can be no assurance that the Belgian Competition Council, the BIPT and the Belgian courts will always reach the same or consistent conclusions on identical or similar issues. Such uncertainty can lead to potentially conflicting compliance obligations being imposed on the Company and Belgacom Mobile and forum shopping by potential litigants. Belgacom cannot predict what effect the consequences of these overlapping powers may have on its operating revenue and net profit.

Increased regulation and changes in the regulatory environment in other countries in which Belgacom operates could adversely affect Belgacom's business. Belgacom's international carrier operations could be subject to increasing regulation in any of the countries in which Belgacom operates. In each of these countries there are governmental authorities that monitor and enforce competition and sector-specific. laws applicable to the telecommunications industry. It is difficult for Belgacom to predict the precise impact of any proposed or potential changes in the regulatory environment or government policies on the Group's operations. If regulators decide to expand restrictions and obligations applicable to the Group's business operations or to extend these or other obligations to new services and products, this could adversely affect the Group's business operations and competitiveness in such countries. In addition, for a material portion of the Group's international traffic, Belgacom provides to or obtains from other carriers what is commonly referred to as least-cost routing, including refile and reorigination. The use of least-cost routing mechanisms has not been universally accepted by regulatory authorities and should the use of least-cost routing mechanisms be limited or terminated by a substantial number of countries where Belgacom does business, Belgacom's operating revenue and net profit could be materially adversely affected.

Risks Related to the Company's Ownership by the Belgian State The Company could be influenced by the Belgian Stale whose interest may not always be aligned with the interests of our other shareholders. Following the IPO in March 2004, The Belgian State holds 50% a majority of the Company's ordinary shares and voting rights. Accordingly, the Belgian State will continue to have the power to determine matters submitted for a vote of shareholders, including the ability to control the outcome of certain corporate actions such as dividend policy, mergers and other extraordinary transactions. The Belgian State has the power to appoint a number of directors proportionate to the number of

18 voting rights attached to its shareholding, the power to dismiss all the directors of the Company including the Chairman of the Board of Directors and the Chief Executive Officer, and is required by law to retain at least 50% plus one of the ordinary shares of the Company. The interests of the Belgian State in deciding these matters and the factors it considers in exercising its votes could be different from the interests of the Company's other shareholders.

Risks Related to the Notes and the Trading Market The Lack of Public Market There may not be an existing market for the Notes. The Notes are expected to be listed on the regulated market of the Luxembourg Stock Exchange. However, there can be no assurance that a liquid market will develop for the Notes, that holders of the Notes will be able to sell their Notes or that such holders will be able to sell their Notes for a price that reflects their value

Credit Rating A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by assigning rating organisation. The Programme has been rated by Standard and Poor's Rating Services, a division of the McGraw Hill Companies, Inc (Standard & Poor's). Belgacom's current corporate credit rating by Standard & Poor's is A+ (outlook stable) and Moody's Investor Service Espana, S.A., (Moody's) has assigned a credit rating of AA2 (outlook stable). Any negative change in the credit rating of Belgacom could adversely affect the trading price of the Notes.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

19 Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features: Notes subject to optional redemption by the Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their principal; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield. Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features. Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

20 Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes. Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally: Modification and waivers The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required, from 1st July, 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date. If, following implementation of this Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent following implementation of this Directive, the Issuer will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive. Change of law The conditions of the Notes issued by Belgacom Finance are based on English law in effect as at the date of this Prospectus. The conditions of the Notes issued by Belgacom are governed by Belgian law in effect as of the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English or Belgian law or administrative practice after the date of this Prospectus. Trading in the clearing systems In relation to any issue of Notes which have a minimum denomination and are tradeable in the clearing systems in amounts above such minimum denomination which are smaller than it, should

21 definitive Notes be required to be issued, a holder who does not have an integral multiple of the minimum denomination in his account with the relevant clearing system at the relevant time may not receive all of his entitlement in the form of definitive Notes unless and until such time as his holding becomes an integral multiple of the minimum denomination.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency-equivalent value of the principal payable on the Notes and (3) the Investor's Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk- based capital or similar rules.

22 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published and have been filed with the CSSF shall be incorporated in, and form part of, this Prospectus: (a) The Auditor's Report and audited annual financial statements for the financial years ended 31 December 2004 and 31 December 2003 of Belgacom Finance; (b) The statutory audited annual financial statements for the financial years ended 31 December 2004 and 31 December 2003 of Belgacom; and (c) the audited consolidated annual financial statements for the financial years ended 31 December 2004 and 31 December 2003 of the Group and the published unaudited consolidated semi-annual interim financial statements for the financial period ended 30 June 2005 of the Group (for information purposes only). Following the publication of this Prospectus a supplement may be prepared by the Issuers and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of the relevant Issuer and from the specified offices of the Paying Agents for the time being in Brussels, London and Luxembourg and will also be published on the Luxembourg Stock Exchange's website (www.bourse.lu). The Issuers and the Guarantor will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any subsequent issue of Notes.

Cross Reference List Annual Accounts 2003 Annual Accounts 2004 Belgacom Financial Statements Balance Sheet pages C2-C3 pages C2-C3 Income Statement pages C4-C5 pages C4-C5 Auditor's Reports pages 1-4 pages 1-3 Accounting Policies and Explanatory Notes pages C6-C32 pages C6-C32 Belgacom Finance Financial Statements Balance Sheet page 3 page 3 Income Statement page 4 page 4 Auditor's Report page 2 page 2 Accounting Policies and Explanatory Notes pages 5-7 pages 5-7

Financial Annual Half Year Report 2003 Report 2004 Report 2005 Group Financial Statements Balance Sheet page 3 page 63 page 15 Income Statement page 2 page 64 page 14 Auditor's Report page 47 page 102 page 20 Accounting Policies and Explanatory Notes page 6 page 66 The information contained in the documents listed in the table above, other than the information stated to be incorporated by reference herein, is for information purposes only.

23 FORM OF THE NOTES Notes issued by Belgacom Finance The following paragraphs relate onlv to Notes issued by Belgacom Finance and references to "Notes" shall be construed accordingly. Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a Temporary Global Note) or, if so specified in the applicable Final Terms, a permanent global note (a Permanent Global Note) which, in either case, will be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for, Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclcar) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made against presentation of the Temporary Global Note only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent. Any reference in this section "Form of the Notes" to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system (including Euroclear France) approved by Belgacom Finance and the Agent. On and after-the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) for definitive Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused. Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the Permanent Global Note without any requirement for certification. The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons attached upon either (a) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (b) a Permanent Global Note will be exchangeable (free of charge to the Noteholders), in whole but not in part, for Definitive Notes with, where applicable, receipts, interest coupons and talons attached only upon the occurrence of an Exchange Event as described therein, or (c) only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, (ii) Belgacom Finance has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available or (iii) Belgacom Finance has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent Global Note in definitive form. Belgacom Finance will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of any Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) may give notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Agent requesting exchange. Any such exchange shall occur not later than 30 days after the date of receipt of the first relevant notice by the Agent. Each Permanent Global Note will provide that Belgacom Finance may exchange the Permanent

24 Global Note for Définitive Notes (free of charge to the Noteholders) at any time, upon not less than 45 days' written notice to the Agent. The following legend will appear on all Notes which have an original maturity of more than 365 days and on all receipts and interest coupons and talons relating to such Notes issued by Belgacom Finance: "ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE." The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of Notes, receipts or interest coupons. Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be. Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms. A Note may be accelerated by the holder thereof in certain circumstances described in Condition 9. In such circumstances, where any Note is still represented by a Global Note and the Global Note (or any part thereof) has become due and repayable in accordance with the Terms and Conditions of such Notes and payment in full of the amount due has not been made in accordance with the provisions of the Global Note then the Global Note will become void at 8.00 p.m. (London time) on such day. At the same time, holders of interests in such Global Note credited to their accounts with Euroclear and/or Clearstream, Luxembourg as the case may be, will become entitled to proceed directly against Belgacom Finance on the basis of statements of account provided by Euroclear and/or Clearstream, Luxembourg, on and subject to the terms of a deed of covenant (the Deed of Covenant) dated 16th September, 1997 executed by Belgacom Finance.

Notes issued by Belgacom The following paragraphs relate only to Notes issued by Belgacom and references to "Notes" shall be construed accordingly. Each Tranche of Notes will be represented on issue by a Permanent Global Note without receipts, interest coupons or talons, which will be deposited with, or with a depositary of the operator of the X/N Clearing System. Payments of principal and interest (if any) on a Permanent Global Note will be made through the X/N Clearing System, against presentation or surrender (as the case may be) of the Permanent Global Note to the Domiciliary Agent without any requirement for certification as to non-U.S. beneficial ownership. The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for Definitive Notes with, where applicable, receipts, interest coupons and talons attached only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that Belgacom (i) fails to pay any principal in respect of any Notes when due or (ii) has been notified that the X/N Clearing System has been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or has announced an intention permanently to cease business or has in fact done so and no successor clearing system is available. Belgacom will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, any

25 holder of an interest in such Permanent Global Note may give notice to the Domiciliary Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Domiciliary Agent. A Note may be accelerated automatically by the holder thereof in certain circumstances described in "Terms and Conditions of the Notes - Events of Default". In such circumstances, where any Note is still represented by a Permanent Global Note and a holder of such Note so represented and credited to its securities account with a participant, sub-participant or the operator of the X/N Clearing System gives notice that it wishes to accelerate such Note, unless within a period of 7 days from the giving of such notice payment has been made in full of the amount due in accordance with the terms of such Permanent Global Note, holders of interests in the Notes represented by such Global Note and credited to their securities accounts with a participant, sub-participant or the operator of the X/N Clearing System will become entitled to proceed directly against Belgacom on the basis of statements of account provided by the participant, sub-participant or the operator of the X/N Clearing System.

26 APPLICABLE FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued Linder the Programme. [Date] BELGACOM FINANCE S.A./BELGACOM, S.A. DE DROIT PUBLIC Issue of (Aggregate Nominal Amount of Tranche] |Title of Notes] [Guaranteed by Belgacom, S.A. de droit public|(1) under the U.S.S1,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated [date] which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/7I/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at [address] and [website] and copies may be obtained from [address]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a Prospectus or an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) and must be read in conjunction with the Prospectus dated [current date] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [current date] and [original date]. Copies of such Prospectuses are available for viewing at [address] [and] [website] and copies may be obtained from [address]. [Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.] 1. [(a)]1 Issuer: [Belgacom Finance S.A./ Belgacom, S.A. de droit public (a company having made a public call on savings)] [(b) Guarantor: Belgacom, S.A. de droit public (a company having made a public call on savings)]' 2. [(a)] Series Number: [ ] [(b)] Tranche Number: [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)]

Delete in the case of Notes issued by Belgacom. S.A. de droit public.

27 3. Specified Currency or Currencies:

4. Aggregate Nominal Amount: (a) Tranche: (b) Series:

5. Issue Price: [ ] per cent, of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]

6. Specified Denominations:

(N.B. If an issue of Notes is (i) NOT admitted to trading on a European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the £50,000 minimum denomination is not required.) (a) Issue Date: (b) Interest Commencement Date:

8. Maturity Date: [Fixed rate - specify date/ Floating rate - Interest Payment Date falling in or nearest to [specify month]] 9. Interest Basis: [[ ] per cent. Fixed Rate] [[L1BOR/EURIBOR] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below) 10. Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other] (N.B. If the Final Redemption Amount is other than 700% of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 11. Change of Interest Basis or [Specify details of any provision for change of Notes Redemption/Payment Basis: into another Interest Basis or Redemption/ Payment Basis] 12. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified below)]

13. (a) Status of the Notes: [Senior/[Dated/Perpetual] Subordinated] (b) [Status of the Guarantee: [Senior/[Dated/Perpetual] Subordinated]]

28 (c) [Date [Board] approval for issuance of Notes [and Guarantee] [ ] [and [ ], respectively]] obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee)

14. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) (a) Rate(s) of Interest: [ ] per cent, per annum [payable [annually/semi-annually/quarterly] in arrear] (If payable other than annually, consider amending Condition 4) (b) Interest Payment Date(s): [[ ] in each year up to and including the Maturity Date]/[specify other] (NB: This will need to be amended in the case of long or short coupons) (c) Fixed Coupon Amount(s): [ ] per [ ] in nominal amount (d) Broken Amount(s): [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount] (e) Day Count Fraction<2): [Actual/Actual (ISMA) or 30/360 or [specify other]] (f) Determination Date(s): [ ] in each year [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration NB: Only relevant where Day Count Fraction is Actual/Actual (ISMA)] (g) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes:

16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Specified Period(s)/Specified Interest Payment Dates: [ ] (b) Business Day Convention: In the case of Notes issued by Belgacom Finance S.A.: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[.s/>ecf/y other]]

<2) In the case of Notes issued by Belgacom, S.A. de droit public, the applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

29 In the case of Notes issued by Belgacom, S.A. de droit public: [Following Business Day Convention/[j/7m/y other]]m (c) Additional Business Centre(s): (d) Manner in which the Rate of Interest and Interest Amount is to be [Screen Rate Determination/lSDA determined: Determination/.c/?: [Actuay365 Actual/365 (Fixed) Actual/360 30/360 30E/360 Other] (See Condition 4 for alternatives)

{3> In the case of Notes issued by Belgacom, S.A. de droit public, the applicable Business Day Convention must comply with the rules from time to time of the X/N Clearing System. '"' In the case of Notes issued by Belgacom, S.A. de droit public, the applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

30 (1) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

17. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [ ] per cent, per annum (b) Reference Price: (c) Any other formula/basis of determining amount payable: (d) Day Count Fraction in relation to Early Redemption Amounts and late payment: [Conditions 6(e)(iii) and 6(j) apply/specify other] (Consider applicable day count fraction if not U.S. dollar denominated)

18. Index Linked Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Index/Formula: [give or annex details] (b) Calculation Agent responsible for calculating the interest due: (c) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable: [need to include a description of market disruption or settlement disruption events and adjustment provisions] (d) Specified Period(s)/Specified Interest Payment Dates: (e) Business Day Convention: In the case of Notes issued by Belgacom Finance S.A.: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convent\on/[specify other]] In the case of Notes issued by Belgacom, S.A. de droit public: [Following Business Day Cor\venl\on/[specify other]](5) (0 Additional Business Centre(s): [ ] (g) Minimum Rate of Interest: [ ] per cent, per annum (h) Maximum Rate of Interest: [ ] per cent, per annum (i) Day Count Fraction:

<5) In the case of Notes issued by Belgacom, S.A. de droit public, the applicable Business Day Convention must comply with the rules from time to time of the X/N Clearing System.

31 19. Dual Currency Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate of Exchange/method of calculating Rate of Exchange: [give or annex details] (b) Calculation Agent, if any, responsible for calculating the principal and/or interest payable: (c) Provisions applicable where calculation by reference to Rate of Exchange impossible or impracticable: [need to include a description of market disruption or settlement disruption events and adjustment provisions] (d) Person at whose option Specified Currency(ies) is/are payable:

PROVISIONS RELATING REDEMPTION 20. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): (b) Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s): [ ] per Note of | ] Specified Denomination (c) If redeemable in part: (i) Minimum Redemption Amount: (ii) Maximum Redemption Amount: (d) Notice period (if other than as set out in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent)

21. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): \ ] (b) Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s): [ ] per Note of [ ] Specified Denomination (c) Notice period (if other than as set out in the Conditions): [ 1 (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example,

32 clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent)

22. Final Redemption Amount of each Note: [ ] per Note of [ ] Specified Denomination /specify other/see Appendix] (N.B. In relation to any issue of Notes which are expressed at paragraph 6 above to have a minimum denomination and tradeable amounts above such minimum denomination which are smaller than it the following wording should be added: "For the avoidance of doubt, in the case of a holding of Notes in an integral multiple of [ ] in excess of [ ] as envisaged in paragraph [6] above, such holding will be redeemed at its nominal amount.".) (N.B. If the Final Redemption Amount is other than 100% of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)

23. Early Redemption Amount of each Note: payable on redemption for taxation reasons or on an event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(e)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: In the case of Notes issued by Belgacom Finance S.A.:

[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event or at the option of the Issuer] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date]

In the case of Notes issued by Belgacom, S.A. de droit public:

[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances set out therein] 25. Additional Financial Centre(s) or other [Not Applicable/gv've details] special provisions relating to Payment (Note that this item relates to the place of payment and Days: not Interest Period end dates to which items I6(c) and I8(f) relate)

26. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): [Yes/No. If yes, give details]

33 27. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences [Not Applicable/gn'e details. NB: a new form of of failure to pay, including any right of the Temporary Global Note and/or Permanent Global Issuer to forfeit the Notes and interest due Note may be required for Partly Paid issues] on late payment: 28. Details relating to Instalment Notes: (a) Instalment Amount(s): [Not Applicable/g/Ve details] (b) Instalment Date(s): [Not Applicable/g/re details] 29. Redenomination applicable: Redenomination [not] applicable (if Redenomination is applicable, specify the terms of the redenominal ion in an Annex to the Final Terms) 30. Other terms or special conditions: [Not Applicable/g/'ve details] (When adding any other final terms consideration should be given as to whether such terms constitute "significant new factors" and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.) DISTRIBUTION 31. (a) If syndicated, names of Managers: [Not Applicable/gvve names] (b) Stabilising Manager (if any): [Not Applicable/g/ve name] 32. If non-syndicated, name of relevant Dealer: [Not Applicable/g/i'e name] 33. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: In the case of Notes issued by Belgacom Finance S.A.: [TEFRA D/TEFRA not applicable] In the case of Notes issued by Belgacom, S.A. de droit public: [TEFRA C/TEFRA not applicable] 34. Additional selling restrictions: [Not Applicable/g/Ve details]

[LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.$1,000,000,000 Euro Medium Term Note Programme of Belgacom Finance S.A. and Belgacom, S.A. de droit public]

RESPONSIBILITY The Issuer [and Belgacom, S.A. de droit public as the Guarantor]* accept[s]* responsibility for the information contained in these Final Terms. [[ ] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [ ], no facts have been omitted which would render the reproduced information inaccurate or misleading].

Signed on behalf of the Issuer: [Signed on behalf of the Guarantor:

By: By: Duly authorised Duly authorised]* *Delete in the case of Notes issued by Belgacom, S.A. de droit public.

34 PART B - OTHER INFORMATION LISTING (i) Listing: [London/Luxembourg/other (specify)/None] (ii) Admission to trading: [Application has been made for the Notes to be admitted to trading on [ ] with effect from [ ].] [Not Applicable.] (iii) Estimate of total expenses related to [ ] admission to trading:

2. RATINGS Ratings: The Notes to be issued have been rated: [S & P: [ ]] [Moody's: [ ]] [[Other]: [ ]] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

3. NOTIFICATION The [name of competent authority in home Member State] [has been requested to provide/has provided - include first alternative for an issue which is contemporaneous with the establishment or update of the Programme and the second alternative for subsequent issues] the [names of competent authorities of host Member States] with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.]

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. - Amend as appropriate if there are other interests]

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i) Reasons for the offer (See ["Use of Proceeds" ] wording in Prospectus — if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here. ) [(ii)] Estimated net proceeds: ( ] [(iii)] Estimated total expenses: l l (N.B.: If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks regardless of the minimum denomination of the securities and where this is the case disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.) 6. YIELD (Fixed Rate Notes only) Indication of yield: The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

35 7. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only) [Need to include details of where past and future performance and volatility of the index/formula can be obtained. ] [Need to include a description of any market disruption or settlement disruption events that affect the underlying. ] [Need to include adjustment rules in relation to events covering the underlying.] [Where the underlying is a security the name of the issuer of the security and its ISIN or other such security identification code.] I Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.] [Where the underlying is an interest rate a description of the interest rate.] [Where the underlying is a basket of underlyings disclosure of the relevant weightings of each underlying in the basket.]

8. PERFORMANCE OF RATE|S| OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) [Need to include details of where past and future performance and volatility of the relevant rates can be obtained. ]

9. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Any clearing system(s) other than [Not Applicable/g/ve name(s) and number(s)] Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): (iv) Delivery: Delivery [against/free of) payment (v) Names and addresses of additional [ ] Paying Agent(s) (if any):

36 TERMS AND CONDITIONS OF THE NOTES The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each Definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) or the applicable law and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such Definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and Definitive Note. Reference should be made to "Form of the Notes" for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Belgacom Finance S.A. (Belgacom Finance) pursuant to the Agency Agreement (as defined below) or Belgacom, S.A. de droit public (a company having made a public call on savings) (Belgacom) pursuant to the Domiciliary Agency Agreement (as defined below). References herein to the Notes shall be references to the Notes of this Series and shall mean: (i) in relation to any Notes represented by a global Note (a Global Note), units of the lowest Specified Denomination in the Specified Currency; (ii) definitive Notes issued in exchange for a Global Note; and (iii) any Global Note. References herein to the "relevant Issuer" shall be to whichever of Belgacom Finance or Belgacom is specified as the Issuer of the Notes in the applicable Final Terms (as defined below). In the case of Notes issued by Belgacom Finance, the Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an amended and restated Agency Agreement dated 20 December 2005 (the Agency Agreement which term shall include any further amendment, supplement or restatement from time to time), each made among Belgacom Finance, Belgacom, Citibank, N.A. as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent specified in the applicable Final Terms) and the other paying agents named therein (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agents). No Notes issued by Belgacom Finance will be issued pursuant to or with the benefit of the Domiciliary Agency Agreement. In the case of Notes issued by Belgacom, the Notes, the Receipts and the Coupons have the benefit of a Domiciliary Agency Agreement (as amended, supplemented or restated from time to time, the Domiciliary Agency Agreement) dated 3 April 2000 and made among Belgacom, Fortis Bank N.V. as domiciliary agent (the Domiciliary Agent, which expression shall include any successor domiciliary agent specified in the applicable Final Terms). No Notes issued by Belgacom will be issued pursuant to or have the benefit of the Agency Agreement. Interest bearing definitive Notes have interest coupons (Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue. The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note and supplements these Terms and Conditions (the Conditions) and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

37 The payment of all amounts in respect of Notes issued by Belgacom Finance has been guaranteed by Belgacom pursuant to a guarantee (the Guarantee) dated 20 December 2005 executed by Belgacom. The Guarantee is governed by the laws of England. The original of the Guarantee is held by the Agent on behalf of the Noteholders, the Receiptholders and the Couponholders at its specified office. Any reference to "Noteholders" or "holders" in relation to any Notes shall mean the holders of the Notes, and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to "Receiptholders" shall mean the holders of the Receipts and any reference herein to "Couponholders" shall mean the holders of any Coupons, and shall, unless the context otherwise requires, include any holders of the Talons. As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. In the case of Notes issued by Belgacom Finance, the Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of the Deed of Covenant (the Deed of Covenant) dated 20 December 2005 and made by Belgacom Finance. The original of the Deed of Covenant is held by a common depositary on behalf of Euroclear (as defined below) and Clearstream, Luxembourg (as defined below). In the case of Notes issued by Belgacom, the holders of interests in Notes represented by a Permanent Global Note and credited to their accounts with a participant, sub-participant or the operator of the X/N Clearing System will be entitled to proceed directly against Belgacom in case of an Event of Default of Belgacom based on statements of accounts provided by the participant, subparticipant or the operator of X/N Clearing System. Copies of the Agency Agreement, the Guarantee and the Deed of Covenant are available for inspection during normal business hours at the specified office of each of the Agent and the other Paying Agents. Copies of the Domiciliary Agency Agreement are available for inspection during normal business hours at the specified office of the Domiciliary Agent. Copies of the applicable Final Terms are available for viewing at, and copies can be obtained from, during normal business hours at the specified office of (in the case of Notes issued by Belgacom Finance) each of the Paying Agents and (in the case of Notes issued by Belgacom) the Domiciliary Agent and will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) save that, if this Note is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the European Union Prospectus Directive (Directive 2003/7I/EC), the applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the relevant Paying Agent or the Domiciliary Agent, as the case may be, as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of, in the case of Notes issued by Belgacom Finance, the Agency Agreement, the Guarantee, the Deed of Covenant and the applicable Final Terms which is applicable to them and, in the case of Notes issued by Belgacom, the Domiciliary Agency Agreement and the applicable Final Terms which is applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in (in the case of Notes issued by Belgacom Finance) the Agency Agreement or (in the case of Notes issued by Belgacom) the Domiciliary Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement or the Domiciliary Agency Agreement, as the case may be, and the applicable Final Terms, the applicable Final Terms will prevail.

38 1. FORM, DENOMINATION AND TITLE The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/ Payment Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The relevant Issuer, Belgacom (where the relevant Issuer is Belgacom Finance), the Replacement Agent (as defined in the Agency Agreement) and any Paying Agent or the Domiciliary Agent, as the case may be, will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next three succeeding paragraphs. For so long as any of the Notes issued by Belgacom Finance is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by Belgacom Finance, Belgacom, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by Belgacom Finance, Belgacom, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg, as the case may be. For so long as any of the Notes issued by Belgacom is represented by a Global Note deposited with, or with a depositary of, the operator of the X/N Clearing System, interests in such Global Note will be represented by entries in securities accounts maintained with the X/N Clearing System itself or participants or sub-participants in such system approved by the Belgian Minister of Finance. Such participants include Euroclear and Clearstream, Luxembourg. The X/N Clearing System maintains securities accounts in the name of authorised participants only. Noteholders, unless they are participants, will not hold Notes directly with the operator of the X/N Clearing System but will hold them in a securities account through a financial institution which is a participant in the X/N Clearing System or which holds them through another financial institution which is such a participant. In the case of Notes issued by Belgacom, upon the initial deposit of a Global Note with, or with a depositary of, the operator of the X/N Clearing System, the operator of the X/N Clearing System will credit the securities account of the Domiciliary Agent with the nominal amount of Notes represented by such Global Note. Such Domiciliary Agent will, upon receipt of such Global Note, credit each subscriber which is a participant in the X/N Clearing System and each other subscriber which has a securities account with such Domiciliary Agent, with a nominal amount of Notes equal to a nominal amount of Notes to which such participant or such securities account holders have

39 subscribed and paid for (both acting on their own behalf or as agent for other subscribers). Any participant in respect of its sub-participants and its account holders and any sub-participant in respect of its account holders will, upon such Notes being credited as aforesaid, credit the securities accounts of such account holder or sub-participant, as the case may be. Each person who is for the time being shown in the records of a participant, a sub-participant or the operator of the X/N Clearing System as the holder of a particular nominal amount of such Notes (in which regard any certificate or other documents issued by a participant, sub-participant or the operator of the X/N Clearing System as to the nominal amount of such Notes standing to the account of such person shall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated by Belgacom and the Domiciliary Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose, subject to applicable Belgian law, the bearer of the relevant Global Note shall be treated by Belgacom and the Domiciliary Agent as the holder of such Notes in accordance with and subject to the terms of such Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. Notes issued by Belgacom which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of the X/N Clearing System. References to Euroclear or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms or as may otherwise be approved by the relevant Issuer and the Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom).

2. STATUS OF THE NOTES AND THE GUARANTEE 2.1 The Notes and the relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the relevant Issuer and rank pari passu among themselves and (save for certain debts required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the relevant Issuer, from time to time outstanding. 2.2 The obligations of Belgacom under the Guarantee are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of Belgacom and rank pari passu among themselves and (save for certain debts required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of Belgacom from time to time outstanding.

3. NEGATIVE PLEDGE So long as any of the Notes remains outstanding, the relevant Issuer and (where the Issuer is Belgacom Finance) Belgacom shall not create or permit to exist any Security Interest upon the whole or any part of its present or future undertakings and assets to secure any indebtedness now or hereafter represented by, or in the form of, bonds, notes, debentures, commercial paper or other securities unless the benefit of such Security Interest shall be extended forthwith equally and rateably to the Notes, Receipts and Coupons and all amounts payable in respect thereof. For these purposes. "Security Interest" means a mortgage, lien, pledge or other security interest. The foregoing restriction does not apply to: (a) Security Interests in existence at 20 December 2005; or (b) Security Interests arising by operation of law and/or created as a result of the relevant Issuer or (where the Issuer is Belgacom Finance) Belgacom, as the case may be, being required to do so by a taxing authority which has jurisdiction over the relevant Issuer or (where the Issuer is Belgacom Finance) Belgacom, as the case may be; or (c) suppliers', builders', mechanics', warehousemen's, carriers' and similar liens and any Security Interests created by general conditions of business or standard customer agreements of bankers and brokers of the relevant Issuer or (where the Issuer is Belgacom Finance) Belgacom, as the case may be; or

40 (d) purchase money Security Interests resulting from purchases with payment terms or leases in the ordinary course of business; or (e) Security Interests attached to property prior to the acquisition of such property by the relevant Issuer and/or (where the Issuer is Belgacom Finance) Belgacom, as the case may be; or (f) collateralisation payments under a 1992 1SDA Master Agreement, as published by the International Swaps and Derivatives Association, Inc., or (g) Security Interests created by Belgacom Finance and/or Belgacom for obligations not exceeding in the aggregate 10 per cent, of the consolidated total assets of Belgacom and its subsidiaries taken as a whole as shown in the latest audited consolidated balance sheet of Belgacom and its subsidiaries; or (h) Security Interests constituting an extension, renewal or replacement (or any successive extension, renewal or replacements) in whole or in part, of any security permitted under the foregoing clauses (a) to (g) inclusive, or of any indebtedness secured thereby; provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement for reasons other than currency fluctuations.

4. INTEREST 4.1 Interest on Fixed Rate Notes Each Fixed Rate Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to and including the Maturity Date. Except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date will in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified. As used in the Conditions "Fixed Interest Period" means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. If interest is required to be calculated for a period ending other than a Fixed Interest Period, such interest shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub- unit being rounded upwards or otherwise in accordance with applicable market convention. "Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition 4(a): (a) if "Actual/Actual (ISMA)" is specified in the applicable Final Terms: (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year; or (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

41 (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360; and (c) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period (as defined in Condition 4.2(a) divided by 360. In the Conditions: "Determination Period" means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including where either the Interest Commencement Date or the Final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date, prior to, and ending on the first Determination Date falling after such date); and "sub-unit" means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

4.2 Interest on Floating Rate Notes and Index Linked Interest Notes (a) Interest Payment Dates Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date and such interest will be payable in arrear on either: (i) the Specified Interest Payment Date(s) in each year (each an Interest Payment Date) specified in the applicable Final Terms; or (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period (which expression shall, in the Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date). If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then if the Business Day Convention specified is: (A) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii)

42 each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day. In this Condition, Business Day means a day which is both: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms; (b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET) system (the TARGET System) is open; and (c) in relation to any sum payable in respect of Notes issued by Belgacom, a day on which the X/N Clearing System is operating. (b) Rate of Interest The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Final Terms. (i) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom) under an interest rate swap transaction if the Agent or the Domiciliary Agent, as the case may be, were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. as amended and updated as at the Issue Date of the first Tranche of Notes (the ISDA Definitions) and under which: (A) the Floating Rate Option is as specified in the applicable Final Terms; (B) the Designated Maturity is a period specified in the applicable Final Terms; and (C) the relevant Reset Date is either (a) if the applicable Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate (EURIBOR) for a currency, the first day of that Interest Period or (b) in any other case, as specified in the applicable Final Terms.

43 For the purposes of this sub-paragraph (i), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity, Euro-zone and Reset Date have the meanings given to those terms in the ISDA Definitions. Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest shall be deemed to be zero. (ii) Screen Rate Determination for Floating Rate Notes Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (A) the offered quotation; or (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent or the Domiciliary Agent, as the case may be for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. The Agency Agreement (in the case of Notes issued by Belgacom Finance) and the Domiciliary Agency Agreement (in the case of Notes issued by Belgacom) contain provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above, no such quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph. If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.

(c) Minimum Rate of Interest andlor Maximum Rate of Interest If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and Calculation of Interest Amounts The Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom), in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the

44 Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same. The Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom) will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes in respect of each Specified Denomination for the relevant Interest Period. Each Interest Amount shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Day Count Fraction, and in respect of Notes issued by Belgacom Finance, rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. In respect of Notes issued by Belgacom and cleared through the X/N Clearing System, the Interest Amount shall be calculated in accordance with the rules of the X/N Clearing System. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2: (i) if "Actual/365" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); (ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365; (iii) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360; (iv) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (I) the last day of the Interest Period is the 31st day of a month but the first day of the Interest Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30- day month, or (II) the last day of the Interest Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and (v) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Interest Period unless, in the case of an Interest Period ending on the Maturity Date, the Maturity Date is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).

(e) Notification of Rate of Interest and Interest Amounts The Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom) will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the relevant Issuer and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in

45 the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(f) Certificates to be Final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.2, whether by the Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom) or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith or manifest error) be binding on the relevant Issuer, Belgacom (where the relevant Issuer is Belgacom Finance), the Agent, or the Domiciliary Agent, as the case may be, the Calculation Agent (if applicable), the other Paying Agents (in the case of Notes issued by Belgacom Finance) and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the relevant Issuer, Belgacom (where the relevant Issuer is Belgacom Finance), the Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or the Domiciliary Agent, as the case may be, or the Calculation Agent (if applicable) in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.3 Interest on Dual Currency Notes The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms.

5.4 Interest on Partly Paid Notes In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.

5.5 Accrual of Interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Note have been paid; and (b) five days after the date on which the full amount of the moneys payable has been received by the Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom) and notice to that effect has been given in accordance with Condition 13.

5. PAYMENTS 5.1 Method of Payment Subject as provided below: (a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a

46 bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and (b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque. Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7. References to "Specified Currency" will include any successor currency under applicable law. 5.2 Presentation of definitive Notes, Receipts and Coupons Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 5.1 above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of (in the case of Notes issued by Belgacom Finance) any Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent, in each case outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 5.1 above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in paragraph 5.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the relevant Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes or Index Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note, Dual Currency Note or Index Linked Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.

47 If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

5.3 Payments in respect of Global Notes Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent, except that payments in respect of a Global Note deposited with, or with a depository of, the operator of the X/N Clearing System must be made by presentation and surrender of such Global Note to the specified office of the Domiciliary Agent, outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by (in the case of Notes issued by Belgacom Finance) such Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent to which it was presented and such record shall be prima facie evidence that the payment in question has been made.

5.4 General provisions applicable to payments In the case of Notes issued by Belgacom Finance, the holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and Belgacom Finance or, as the case may be, Belgacom will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by Belgacom Finance or, as the case may be, Belgacom to, or to the order of, the holder of such Global Note. In the case of Notes issued by Belgacom, subject to applicable Belgian law, the holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and Belgacom will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of a participant, a sub-participant or the operator of the X/N Clearing System as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to a participant, a sub-participant or the operator of the X/ N Clearing System, as the case may be, for his share of each payment so made by Belgacom to, or to the order of, the holder of such Global Note. Notwithstanding the foregoing provisions of this Condition, (in the case of Notes issued by Belgacom Finance) if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if: (a) Belgacom Finance has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal, or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and (c) such payment is then permitted under United States law without involving, in the opinion of Belgacom Finance and Belgacom, adverse tax consequences to Belgacom Finance or Belgacom.

48 5.5 Payment Day If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (i) the relevant place of presentation; (ii) London; (iii) any Additional Financial Centre specified in the applicable Final Terms; and (b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET System is open; and (c) in relation to any sum payable in respect of Notes issued by Belgacom, a day on which the X/N Clearing System is operating.

5.6 Interpretation of Principal and Interest Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (a) any additional amounts which may be payable with respect to principal under Condition 7; (b) the Final Redemption Amount of the Notes; (c) the Early Redemption Amount of the Notes; (d) the Optional Redemption Amount(s) (if any) of the Notes; (e) in relation to Notes redeemable in instalments, the Instalment Amounts; (0 in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.5); and (g) any premium and any other amounts (other than interest) which may be payable by the relevant Issuer under or in respect of the Notes. Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7.

6. REDEMPTION AND PURCHASE 6.1 At Maturity Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the relevant Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

49 6.2 Redemption for Tax Reasons The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days' notice to (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if: (a) on the occasion of the next payment due under the Notes, the relevant Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or (where the relevant Issuer is Belgacom Finance) Belgacom would be unable for reasons outside its control to procure payment by Belgacom Finance as the relevant Issuer and in making payment itself would be required to pay such additional amounts, in either case as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 7) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and (b) such obligation cannot be avoided by the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom, as the case may be, taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom, as the case may be, would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the relevant Issuer shall deliver to (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent a certificate signed by two Directors of the relevant Issuer or (where the relevant Issuer is Belgacom Finance) two Directors of Belgacom, as the case may be, stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the relevant Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom, as the case may be, has or will become obliged to pay such additional amounts as a result of such change or amendment. Notes redeemed pursuant to this Condition 6.2 will be redeemed at their Early Redemption Amount referred to in Condition 6.5 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

6.3 Redemption at the Option of the relevant Issuer (Issuer Call) If Issuer Call is specified in the applicable Final Terms the relevant Issuer may, having given: (a) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13; and (b) not less than 15 days before the giving of the notice referred to in (a) above, notice to (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent; (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than a Maximum Redemption Amount in each case as may be specified in the applicable Final Terms. In the case of a partial

50 redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and, where the relevant Issuer is Belgacom Finance, in accordance with the rules of Euroclear and/or Clearstream, Luxembourg or, where the relevant Issuer is Belgacom, in accordance with the rules of the X/N Clearing System, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Notes represented by definitive Notes shall bear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes outstanding bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection Date, provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination, and the aggregate nominal amount of Redeemed Notes represented by a Global Note shall be equal to the balance of the Redeemed Notes. No exchange of the relevant Global Note will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this Condition 6.3 and notice to that effect shall be given by the relevant Issuer to the Noteholders in accordance with Condition 13 at least 5 days prior to the Selection Date.

6.4 Redemption at the Option of the Noteholders (Investor Put) If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the relevant Issuer in accordance with Condition 13 not less than 15 nor more than 30 days' notice the relevant Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of (in the case of Notes issued by Belgacom Finance) any Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of (in the case of Notes issued by Belgacom Finance) any Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to (in the case of Notes issued by Belgacom Finance) the Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Agent for notation accordingly.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 6.4 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has

51 occurred and is continuing, in which event such holder, at its option, may elect by notice to the relevant Issuer to withdraw the notice given pursuant to this Condition 6.4 and instead to declare such Note forthwith due and payable pursuant to Condition 9.

6.5 Early Redemption Amounts For the purpose of Condition 6.2 above and Condition 9, each Note will be redeemed at the Early Redemption Amount calculated as follows:

(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

(b) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the Final Terms, at its nominal amount; or

(c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:

Early Redemption Amount = RP x (1 + AY)y

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360,

or on such other calculation basis as may be specified in the applicable Final Terms.

6.6 Instalments Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to Condition 6.5 above.

6.7 Partly Paid Notes Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.

6.8 Purchases Belgacom Finance, Belgacom or any Subsidiary (as defined in Condition 14) may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of Belgacom Finance or Belgacom or the relevant Subsidiary, surrendered to (in the case of Notes issued by Belgacom Finance) any Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent for cancellation.

52 6.9 Cancellation All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and the Notes purchased and cancelled pursuant to Condition 6.8 above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

6.10 Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 6.1, 6.2, 6.3 or 6.4 above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 6.5(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.

7. TAXATION All payments of principal and interest in respect of the Notes, Receipts and Coupons by the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of, in the case of payments by Belgacom Finance, Luxembourg or Belgium or, in each case, any Tax Jurisdiction or, in the case of payments by Belgacom, Belgium or any Tax Jurisdiction, unless, in any such case, such withholding or deduction is required by law. In such event, the relevant Issuer or, as the case may be, (where the relevant Issuer is Belgacom Finance) Belgacom will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 5.5); (c) presented for payment by, or by a third party on behalf of, a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority (provided that, in the case of Notes issued by Belgacom, the exemption from Belgian withholding tax under the law of 6th August, 1993 is unavailable for reasons outside Belgacom's control) or, in the case of Notes issued by Belgacom Finance, if the payment could have been made by another Paying Agent without such withholding or deduction;

53 (d) presented for payment in the case of Notes issued by Belgacom Finance at the specified office of a Paying Agent in Luxembourg or Belgium; (e) presented for payment in the case of Notes issued by Belgacom, by or on behalf of a holder who, at any relevant time on or after the issue of the Notes, was not an Eligible Investor or by or on behalf of a holder who was such an Eligible Investor at any relevant time on or after the issue of the Notes but, for reasons within such holder's control, ceased to be an Eligible Investor or otherwise failed to meet any other condition for exemption from Belgian withholding tax pursuant to the law of 6th August, 1993 relating to certain securities; (0 where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (g) where the Issuer is Belgacom Finance, presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Agent in a Member State of the European Union. As used herein: (i) Tax Jurisdiction means Belgium or Luxembourg or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Issuer) or Luxembourg or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Guarantor); (ii) Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent (where the relevant Issuer is Belgacom Finance) or the Domiciliary Agent, (where the relevant Issuer is Belgacom) on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13; and (iii) Eligible Investor means those entities which are referred to in article 4 of the Royal Decree dated 26th May, 1994 on the deduction of withholding tax and which hold the Notes in an exempt account in the X/N Clearing System.

8. PRESCRIPTION The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 7) therefor. There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5.2 or any Talon which would be void pursuant to Condition 5.2.

9. EVENTS OF DEFAULT If any one or more of the following events (each an Event of Default) shall occur: (a) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 5 days in the case of principal and 10 days in the case of interest; or (b) if the relevant Issuer fails to perform or observe any of its other obligations under the Conditions or (where the relevant Issuer is Belgacom Finance) Belgacom fails to perform or observe any of its other obligations under the Guarantee and (except in any case where the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days next following the service by a Noteholder on the relevant Issuer and (where the relevant Issuer is Belgacom Finance) Belgacom of notice requiring the same to be remedied; or

54 (c) if any Indebtedness for Borrowed Money of the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom becomes due and repayable prematurely by reason of an event of default (however described) or the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom fails to make any payment in respect of any Indebtedness for Borrowed Money on the due date for payment as extended by any applicable grace period or any security given by the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom for any Indebtedness for Borrowed Money becomes enforceable or if default is made by the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that no such event shall constitute an Event of Default unless the relative Indebtedness for Borrowed Money either alone or when aggregated with other Indebtedness for Borrowed Money relative to all (if any) other such events which shall have occurred and remain outstanding shall amount to at least U.S.$30,000,000 (or its equivalent in any other currency) and provided further that, for the purposes of this Condition 9(c), neither the relevant Issuer nor (where the relevant Issuer is Belgacom Finance) Belgacom shall be deemed to be in default with respect to such indebtedness, guarantee or indemnity if either (A) it shall be contesting in good faith by appropriate means its liability to make payment thereunder and has been advised by independent legal advisers of recognised standing that it is reasonable for it to do so or (B) the default is solely as a result of the Belgian state ceasing to own more than 50 per cent, of the issued share capital of Belgacom; or (d) if any order is made by any competent court or resolution passed for the winding up or dissolution of the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders; or (e) if (A) the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom ceases or threatens to cease to carry on the whole or substantial part of its business, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders, or the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or (B) (where the relevant Issuer is Belgacom Finance) Belgacom Finance becomes insolvent within the meaning of Luxembourg law or applies for or consents to or suffers the appointment of a liquidator (liquidateur), receiver (curateur) or commissioner for controlled management (commissaire à la gestion contrôlée) of Belgacom Finance or of the whole or any substantial part of the undertaking, property, assets or revenues of Belgacom Finance or initiates proceedings under any law for a readjustment or deferment of its obligations or any substantial part thereof or makes or enters into a general assignment or an arrangement or composition with or for the benefit of its creditors or any judgement is rendered or an effective voluntary resolution is passed for the dissolution (dissolution) or liquidation (liquidation) or the bankruptcy (faillite) of Belgacom Finance or to admit Belgacom Finance to a regime of suspension of payments and controlled management (sursis de paiement et gestion contrôlée); or (C) Belgacom (regardless of who is the relevant Issuer) applies for a uitstel van belaling, aanvraag tot gerechtelijk akkoord, faillissement; or (D) any similar procedure as described in (A) to (C) above inclusive shall be initiated in respect of Belgacom Finance or Belgacom; or (f) if (A) proceedings are initiated against the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom under any applicable liquidation, insolvency, composition, reorganisation or other similar laws, or an application is made for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom or, as the case may be, in relation to the whole or a substantial part of

55 the undertaking or assets of the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of the relevant Issuer or (where the relevant Issuer is Belgacom Finance) Belgacom and (B) in any case (other than the appointment of an administrator) is not discharged within 30 days; or if Belgacom (regardless of who is the relevant Issuer) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally; or

(g) (where the relevant Issuer is Belgacom Finance) Belgacom Finance ceases to be a direct or indirect wholly-owned subsidiary of Belgacom; or

(h) (where the relevant Issuer is Belgacom Finance) the Guarantee ceases to be, or is claimed by Belgacom not to be, in full force and effect,

then any Noteholder may, by written notice to the relevant Issuer at the specified office of (in "the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent, effective upon the date of receipt thereof by (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent, declare the Note held by the holder to be forthwith due and payable whereupon the same shall become forthwith due and payable at the Early Redemption Amount (as described in Condition 6.5), together with accrued interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind.

For the purposes of this Condition, Indebtedness for Borrowed Money means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any notes, bonds, debentures, debenture stock, loan stock or other securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash.

10. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Replacement Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the relevant Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

In the case of Notes issued by Belgacom, notwithstanding the above, in the case of loss, destruction, theft or any other event of involuntary dispossession of a Note, the provisions of the Belgian Law of 24th July, 1921 relating to involuntary dispossession of bearer securities, as amended on 22nd July, 1991 (the Law) will apply. Upon such an event of involuntary dispossession with respect to any Note being notified and published in accordance with the procedure of opposition provided for by the Law, certain obligations will be imposed upon Belgacom or the Domiciliary Agent, including the retention of such Note by the Domiciliary Agent upon presentation for payment, reinvestment of the principal and, in some cases, the interest payable on such Note as specified, and the refusal of any payment on such Note for a period of four years starting from the first of January following the first publication in the Bulletin of Oppositions ("Bulletin des oppositions/Bulletin der met verzet aangetekende waarden").

56 11. AGENT, PAYING AGENTS AND DOMICILIARY AGENT The names of the initial Agent, the other initial Paying Agents and the Domiciliary Agent and their initial specified offices are set out below. In the case of Notes issued by Belgacom Finance, Belgacom Finance and Belgacom are entitled to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that: (a) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or any other relevant authority; (b) there will at all times be a Paying Agent in a jurisdiction within continental Europe other than the jurisdiction in which the Issuer or the Guarantor is incorporated; (c) there will at all times be an Agent; and (d) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, in the case of Notes issued by Belgacom Finance, Belgacom Finance and Belgacom shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5.2. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 13. In the case of Notes issued by Belgacom, Belgacom is entitled to vary or terminate the appointment of the Domiciliary Agent and/or approve any change in the specified office through which the Domiciliary Agent acts, provided that at all times there will be a Domiciliary Agent and the Domiciliary Agent will at all times be a participant in the X/N Clearing System. In acting under the (in the case of Notes issued by Belgacom Finance) Agency Agreement or (in the case of Notes issued by Belgacom) the Domiciliary Agency Agreement, such Paying Agents act solely as agents of the Issuer and the Guarantor and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement and the. Domiciliary Agency Agreement contain provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

12. EXCHANGE OF TALONS On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of (in the case of Notes issued by Belgacom Finance) the Agent or any other Paying Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. NOTICES All notices regarding the Notes will be deemed to be validly given if published (a) in a leading English language daily newspaper of general circulation in London, (b), if and for so long as the Notes are listed on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (www.bourse.lu) and a daily newspaper of general circulation in Luxembourg. It is expected that such publication will be made in the Financial Times in London, the d'Wort or the Tageblatt in

57 Luxembourg, (c) where the relevant Issuer is Belgacom Finance, in the Mémorial Journal Officiel du Grand-Duché de Luxembourg, Recueil des Sociétés et Associations to the extent required by Luxembourg law and (d) where the relevant Issuer is Belgacom, in the Moniteur Belge - Belgisch Staatsblad to the extent required by Belgian law and in a leading Belgian daily newspaper of general circulation in Brussels. The relevant Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any other stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to listing. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in each such newspaper (or where published in such newspapers on different dates, the last date of such first publication). Until such time as any definitive Notes are issued, there may (provided that, in the case of Notes listed on a stock exchange or admitted to listing by another relevant authority, the rules of such stock exchange or relevant authority permits), so long as the Global Note(s) representing the Notes is or are held in its/their entirety on behalf of, in the case of Notes issued by Belgacom Finance, Euroclear and Clearstream, Luxembourg, or, in the case of Notes issued by Belgacom, the X/N Clearing System or a depositary thereof, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg or the X/N Clearing System, as the case may be, for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg or the X/N Clearing System, as the case may be. Notices to be given by any Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with (in the case of Notes issued by Belgacom Finance) the Agent or (in the case of Notes issued by Belgacom) the Domiciliary Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to (in the case of Notes issued by Belgacom Finance) the Agent via Euroclear and/or Clearstream, Luxembourg or (in the case of Notes issued by Belgacom) the Domiciliary Agent via the X/N Clearing System, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg or the Domiciliary Agent and the X/N Clearing System, as the case may be, may approve for this purpose. In addition to the above publications, in respect of Notes issued by Belgacom, with respect to notices for a meeting of Noteholders deciding on any matter contained in the Belgian Company Code, any covening notice for such meeting shall be made in accordance with article 570 of the Belgian Company Code, by an announcement to be inserted not less than fifteen days prior to the meeting, in the Belgian Official Gazette (Moniteur Belge - Belgisch Staatsblad) and in a nationwide newspaper. Resolutions to be submitted to the meeting must be described in the convening notice. In addition, the convening notice shall specify the procedures in respect of voting on resolutions to be decided by the meeting.

14. SUBSTITUTION 14.1 Where the relevant Issuer is Belgacom Finance, Belgacom Finance may, without the consent of the Noteholders or Couponholders, if no payment of principal of or interest on any of the Notes is in default, substitute Belgacom or any Subsidiary (as defined below) as the principal debtor in respect of the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant (the Substituted Debtor), provided that: (a) a deed poll and such other documents (if any) shall be executed by the Substituted Debtor, Belgacom Finance and Belgacom (unless it is the Substituted Debtor) as may be necessary to give full effect to the substitution (the Documents) and (without limiting the generality of the foregoing) pursuant to which the Substituted Debtor shall undertake in favour of each Noteholder and Couponholder to be bound by these Conditions and the provisions of the Agency Agreement and the Deed of Covenant as fully as if the Substituted Debtor had

58 been named in the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant as the principal debtor in respect of the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant in place of Belgacom Finance (or of any previous substitute under this Condition) and pursuant to which, unless it is the Substituted Debtor, Belgacom shall unconditionally and irrevocably guarantee in favour of each Noteholder and Couponholder the payment of all sums payable by the Substituted Debtor as such principal debtor in respect of the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant, in the same terms, mutatis mutandis, as the Guarantee; (b) without prejudice to the generality of sub-paragraph (a) above, if the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory (the New Residence) other than Luxembourg, the Documents shall contain a covenant and/or such other provisions as may be necessary to ensure that each Noteholder has the benefit of a covenant in terms corresponding to the provisions of Condition 7, with, where applicable, the substitution of references to Luxembourg with references to the New Residence; (c) the Documents shall contain a warranty and representation (i) that the Substituted Debtor, Belgacom Finance and Belgacom (unless it is the Substituted Debtor) have obtained all necessary governmental and regulatory approvals and consents for such substitution and, unless it is the Substituted Debtor, for the giving by Belgacom of its guarantee as aforesaid in respect of the obligations of the Substituted Debtor, that the Substituted Debtor has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substituted Debtor of its obligations under the Documents and that all such approvals and consents are in full force and effect and (ii) that the obligations assumed by the Substituted Debtor in respect of the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant and, unless it is the Substituted Debtor, the obligations assumed by Belgacom under its guarantee as aforesaid are, in each case, valid and binding in accordance with their respective terms and enforceable by each Noteholder; (d) each stock exchange on which the Notes are listed shall have confirmed that, following the proposed substitution of the Substituted Debtor, such Notes will continue to be listed on such stock exchange; (e) the Substituted Debtor shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Notes, the Receipts, the Coupons, the Agency Agreement and/or the Deed of Covenant; and (f) legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by Belgacom Finance in each jurisdiction in which the Substituted Debtor, Belgacom Finance and Belgacom (unless it is the Substituted Debtor) are incorporated and in England confirming, as appropriate, that upon the substitution taking place (aa) the Documents constitute legal, valid and binding obligations of the Substituted Debtor and the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant are legal, valid and binding obligations of the Substituted Debtor enforceable in accordance with their terms; (bb) the requirements of this Condition, save as to the giving of notice to the Noteholders, have been met; and (cc) unless it is the Substituted Debtor, Belgacom's obligations under its guarantee as aforesaid are legal, valid and binding obligations of Belgacom and enforceable in accordance with its terms. 14.2 Upon the execution of the Documents as referred to in Condition 14.1 above, the Substituted Debtor shall be deemed to be named in the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant as the principal debtor in place of Belgacom Finance and the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant shall thereupon be deemed to be amended to give effect to the substitution of a Substituted Debtor

59 as principal debtor, operate to release Belgacom Finance or the previous substitute as aforesaid from all of its obligations as principal debtor in respect of the Notes, the Receipts, the Coupons, the Agency Agreement and the Deed of Covenant. 14.3 The Documents shall be deposited with and held by the Agent for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Debtor or Belgacom Finance by any Noteholder or Couponholder in relation to the Notes, the Receipts, the Coupons, the Agency Agreement, the Deed of Covenant or the Documents shall not have been finally adjudicated, settled or discharged. The Substituted Debtor and Belgacom Finance shall acknowledge in the Documents the right of every Noteholder to the production of the Documents for the enforcement of any of the Notes, the Receipts, the Coupons, the Agency Agreement, the Deed of Covenant or the Documents. 14.4 Not later than 20 days after the execution of the Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 13. 14.5 At any time after a substitution pursuant to Condition 14.1 above, the Substituted Debtor may, without the consent of the Noteholders, effect a further substitution provided that all the provisions specified in Conditions 14.1, 14.2, 14.3 and 14.4 above shall apply, mutatis mutandis, and, without limitation, references in the Conditions to Belgacom Finance shall, where the context so requires, be deemed to be or include references to any such further Substituted Debtor. 14.6 "Subsidiary" means any company of which Belgacom has control and "control" for the purpose hereof means either (a) the beneficial ownership, whether direct or indirect, of the majority of the issued share capital of such company, or (b) the right to direct the management and policies, whether by the ownership of share capital, contract or otherwise of such company.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER The Agency Agreement (in the case of Notes issued by Belgacom Finance) contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Agency Agreement. A meeting of the Noteholders may be convened by Belgacom Finance, Belgacom or Noteholders holding not less than five per cent, in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent, in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, Receipts or Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereof, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, Receipts or Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third, in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any such meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. In respect of Notes issued by Belgacom, all Resolutions of Noteholders which in the opinion of the Issuer relate to a matter contained in article 568 of the Belgian Code of Companies will only be effective if taken at a meeting convened and decided in accordance with the Belgian law Code of Companies. The quorum at any such meeting convened to consider a Resolution will be one or more persons holding or representing not less than 50 per cent, in nominal amount of the Notes for the time being outstanding or, at any adjourned meeting after publication of a new convening notice pursuant to Condition 13, one or more persons being or representing Noteholders whatever the aggregate nominal amount of the Notes so held or represented. A Resolution (as defined below)

60 requires the approval of Noteholders holding or representing at least 75 per cent, of the aggregate nominal amount outstanding of the Notes present or represented at the meeting and taking part in the vote. If however a Resolution is adopted by Noteholders holding or representing less than one- third of the aggregate nominal amount outstanding of the Notes (whether present or represented at the meeting or not), such Resolution is not binding unless approved by the competent Court of Appeal in the district where Belgacom's registered office is located. The above quorum and special majority requirements do not apply to Resolutions relating to interim measures or to the appointment of a representative of the Noteholders. In such a case, the Resolutions shall be adopted if approved by Noteholders holding or representing at least a majority of the aggregate nominal amount of the Notes outstanding present or represented at the meeting. A Resolution duly passed in accordance with the provisions of Belgian Code of Companies at any such meeting of Noteholders and, to the extent required by law, approved by the relevant Court of Appeal, will be binding on all Noteholders, whether or not they are present at the meeting and whether or not they vote in favour thereof, and on all holders of coupons relating to Notes issued by Belgacom. The matters listed in article 568 of the Belgian Code of Companies in respect of which a Resolution may be adopted include modifying or suspending the date of maturity of Notes, postponing any day for payment of interest thereon, reducing the rate of interest applicable in respect of such Notes, deciding urgent interim actions in the common interest of Noteholders, accepting a security in favour of the Noteholders, accepting a transformation of Notes into shares on conditions proposed by Belgacom, and appointing a special agent of the Noteholders to implement the resolutions of the meeting of Noteholders. For the purpose of this Condition, Resolution means a resolution of Noteholders duly passed at a meeting called and held in accordance with Belgian Code of Companies. In respect of Notes issued by either Belgacom Finance or Belgacom, the Agent (in the case of Notes issued by Belgacom Finance) or the Domiciliary Agent (in the case of Notes issued by Belgacom) and the relevant Issuer may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to: (i) any modification of (in the case of Notes issued by Belgacom Finance) the Agency Agreement or (in the case of Notes issued by Belgacom) the Domiciliary Agency Agreement which is not prejudicial to the interests of the Noteholders; or (ii) any modification (except as mentioned herein) of the Notes, the Receipts, the Coupons or (in the case of Notes issued by Belgacom Finance) the Agency Agreement or (in the case of Notes issued by Belgacom) the Domiciliary Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of applicable law. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter.

16. FURTHER ISSUES The relevant Issuer shall be at liberty from time to time without the consent of the Noteholders, Receiptholders or Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

61 18. GOVERNING LAW AND SUBMISSION TO JURISDICTION 18.1 Governing law The Agency Agreement, the Guarantee, the Deed of Covenant and in the case of Notes issued by Belgacom Finance, the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law. The Domiciliary Agency Agreement and in the case of Notes issued by Belgacom, the Notes, Receipts and Coupons are governed by, and shall be construed in accordance with, Belgian law.

18.2 Submission to jurisdiction (a) The relevant Issuer agrees, for the exclusive benefit of the Paying Agents, the Noteholders, the Receiptholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agency Agreement, the Notes, the Receipts and/or the Coupons and accordingly submit to the exclusive jurisdiction of the English courts. The relevant Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Noteholders, the Receiptholders and the Couponholders, may take any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with the Agency Agreement, the Notes, the Receipts and the Coupons, against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. The relevant Issuer appoints Freshfields, for the attention of Head of Capital Markets, at 65 Fleet Street, London EC4Y 1HS as its agent for service of process, and undertakes that, in the event of Freshfields ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. Without prejudice to the foregoing, Belgacom Finance expressly and specifically has confirmed its agreement with this Condition for the purposes of article 1 of the Protocol annexed to the Convention on Jurisdiction and Enforcement of Judgments in Civil and Commercial Matters signed at Brussels on 27th September, 1968, as amended. (b) For the avoidance of doubt, it is expressly stated that the courts of Belgium will have exclusive jurisdiction to settle disputes which may arise from or in connection with the Domiciliary Agency Agreement and accordingly any legal action or proceedings arising from or in connection with the Domiciliary Agency Agreement shall be brought before such courts.

USE OF PROCEEDS The net proceeds from each issue of Notes will be applied by the relevant Issuer for general corporate purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.

62 DESCRIPTION OF BELGACOM FINANCE S.A.

Incorporation and Status Belgacom Finance was incorporated on 11 November 1996 (as published in Mémorial C n° 656 of 17 December 1996) as a private company with limited liability for an unlimited period under the laws of Luxembourg. The articles of incorporation of Belgacom Finance have been amended on 7 January 2002 and on 21 March 2002 (the latter amendment being in the process of publication). Belgacom Finance is a wholly owned subsidiary of Belgacom SA and has no subsidiaries. Belgacom Finance is registered with the Trade and Companies Register in Luxembourg under section B number 56822 and its registered office is at 65 avenue de la Gare, 1611 Luxembourg.

Share Capital - Principal Shareholders At the date of the Base Prospectus, Belgacom Finance S.A. has a share capital of 499,358,954.53 EUR consisting of 503,602 fully paid up registered ordinary shares without nominal value. Present shareholder structure:

Shareholders Shares in % Belgacom S.A 498,564 98.999 Finbel Re 5,036 0.9999 Belgacom OPAL 1 0.0002

The shareholder(s) above mentioned control(s) Belgacom Finance S.A. Belgacom Finance S.A. is not aware of any arrangement or operation which may result in a change of control.

Business Belgacom Finance was incorporated to facilitate the raising of finance for Belgacom and for the purpose of providing financial, administrative and marketing support to the entities of the Group. In order to achieve its objectives, Belgacom Finance is authorised to enter into all types of credit operations, whether guaranteed or otherwise, leasing, treasury and factoring operations, to issue, alone or together with others, payment instruments, such as bill of exchange and other negotiable instruments and to borrow money and give security for its debt. Belgacom Finance may take participations in whatever form, in Luxembourg or foreign entities, and manage and control such participations. It may borrow and give guarantees for its own debt and that of its subsidiaries. In November 1998, Belgacom Finance started to issue notes under the Programme.

PRODUCTS AND SERVICES The Belgacom group is a telecommunications company in Belgium and an important player in a number of areas, including retail and wholesale fixed-line telephony services, mobile communications services and broadband data and Internet services. The Belgacom group operates in the following three business segments:

(i) Fixed Line Services (FLS) Belgacom is a provider of fixed-line communications services in Belgium, offering a comprehensive range of voice, data, Internet fixed-line and Digital TV services to residential and business customers. As of 31 December 2004, Belgacom provided approximately 5.3 million fixed access channels in the residential and business markets, including approximately 828,000 ADSL retail access channels and around 975,000 ISDN access lines. The Belgacom group is an ISP in Belgium, offering narrowband and broadband Internet access to more than 1,000,000 subscribers as at 31 December 2004. Through ADSL, Belgacom provides fast Internet access in a market that has one of the highest broadband penetration levels in the world.

63 In addition, the Belgacom group provides regulated and commercial wholesale services to other operators and service providers in Belgium. Following liberalization in 1998, increased competition in the Belgian market for fixed network telecommunications has resulted in a reduction in Belgacom's market share of fixed-line services. Despite increased competition for voice access and traffic, Belgacom has maintained a large share of the residential fixed-line market, primarily through its service quality, marketing initiatives and promotions.

(ii) Mobile Communications Services (MCS) The Belgacom group is an important provider of mobile communications services in Belgium, with approximately 4.2 million active customers as at 31 December 2004. The Belgacom group provides mobile communications services through Belgacom Mobile, which is 75% owned by Belgacom and 25% owned by Vodafone Group pic ("Vodafone"). Belgacom Mobile has been able to maintain a stable position in a very competitive 3-player market. Through the Proximus and Pay&Go brand names, for post-paid and pre-paid customers respectively, Belgacom Mobile provides a broad range of mobile communications services to residential and business customers in Belgium, including traditional voice services, international roaming (in/out) services, data services (including SMS and MMS) as well as wholesale data services to third parties. Belgacom Mobile has recently entered into an agreement with Vodafone covering a number of areas, including the development of new products and services, and which Belgacom believes will increase operational synergies.

(iii) International Carrier Services (ICS) Belgacom provides voice and data connectivity, capacity and infrastructure services to telecommunications operators and service providers worldwide. Initially set up to handle the bilateral relationships between Belgacom and foreign carriers and to manage Belgacom's international network, Belgacom's international carrier services segment has developed a significant international wholesale voice business to become one of the important players in this market. To facilitate participation in the consolidation of the carrier Wholesale market, Belgacom has spun off its ICS activities into a wholly owned subsidiary of Belgacom SA. The new company, called Belgacom International Carrier Services SA (BICS), has been operating since 1 January 2005. On 22 February 2005, Belgacom and Swisscom Fixnet concluded a joint-venture agreement, aiming at a business combination between ICS and Swisscom ICS, a division of Swisscom Fixnet acting as the international wholesale arm of the Swisscom Group. The joint venture became operationally effective on 1 July, 2005. The shareholding of Belgacom SA and Swisscom are 72% and 28% respectively. ICS is Swisscom's and Belgacom's provider of international connectivity services and today benefits - following an estimation of ICS in 2004 - from a position as the 8th largest operator worldwide in terms of voice traffic volume.

64 Structure of the Group

Belgacom

Fixed Line Services MobileCommunications Services International Carrier Services

Belgacom Skynet 100% WIN 100% Belgacom Invest 100% BICS 72% Certipost 50% Connect! mmo 100% Belgacom Finance 100% Finbel Re 100% Belgacom Mobile 75% Points of Presence in Belgacom Services 100% 15 countries 100% Belgacom Opal 100%

Directors The Board of Directors of Belgacom Finance consists of:

Christophe Van Nevel Treasury Director, Belgacom, 27 Boulevard Roi Albert II, 1030 Brussels, Belgium Niko Pinkhof Finance Director, Belgacom, 27 Boulevard Roi Albert II, 1030 Brussels, Belgium Paul Mousel Partner, Arendt & Medernach, 14 Rue Erasme, BP 39, L-2010 Luxembourg, Luxembourg Lucien Scheuren Consultant, 6 Rue Mathias Georgen, L-8028 Strassen, Luxembourg Olivier Moumal Director, Risk and Insurance Management, Belgacom, 27 Boulevard Roi Albert II, 1030 Brussels, Belgium

Conflicts of Interest The Issuer is not aware of any potential conflicts of interest between the duties of the members of the Board of Directors of the Issuer and their private interests or other duties.

Capitalisation of Belgacom Finance The following table sets out the Shareholders' funds and borrowings of Belgacom Finance as at 31 December 2004" >. In thousands of EUR Capital 499,360 Reserves 17,780

Total Shareholders' Equity 517,140

Notes (1) Since 31 December 2004 there has been no material change in the capitalisation of Belgacom Finance.

65 Additional Information Registered Office: Avenue de la Gare, 65 L-1611 Luxembourg Luxembourg Luxembourg Trade Registry B56822 Telephone: 00352 26 12 37 88

66 DESCRIPTION OF BELGACOM, S.A. DE DROIT PUBLIC

GENERAL INFORMATION ON THE CORPORATE STRUCTURE OF BELGACOM S.A. (a company having made a public call on savings) Corporate name Belgacom Registered office Koning Albert 11-laan 27, B-1030 Brussels Enterprise number 0202239951, Brussels Register of Legal Entities Year of incorporation The company was established as an autonomous public-sector company, governed by the Law of 19 July 1930 establishing the Belgian National Telegraph and Telephone Company, the RTT (Régie des Télégraphes et Téléphones et Télégraphes / Régie van Telegraaf en Telefoon). The transformation into an SA of public law was implemented by Royal Decree of 16 December 1994. Legislation under which Belgacom is incorporated under and is subject to the laws of the Belgacom operates Kingdom of Belgium Legal form Public limited liability company under public law having made a public call on savings (Naamloze Vennootschap (NV) van publiek recht die een openbaar beroep op het spaarwezen doe! of heft gedaan - Société Anonyme (SA) de droit public faisant ou ayant fait appel public à l'épargne) Corporate purpose As described in Article 3 of the Articles of Association of Belgacom, the objects of Belgacom are: 1. to develop services within the field of telecommunications in Belgium or elsewhere; 2. to perform all actions aimed at promoting, directly or indirectly, its activities or ensuring optimal use of its infrastructure; 3. to acquire participating interests in bodies, companies or associations - whether existing or to be created, Belgian, foreign or international, and public or private sector - that may contribute, directly or indirectly, to the achievement of its corporate objects; 4. to provide radio and television broadcasting services.

HISTORY The Group's business was initially operated as a public service (called "Regie van Telegrafie en Telefonie/Régie des Télégraphes et des Téléphones" or RTT). The RTT, established in 1930, was commissioned to supply telegraphy and telephony services in Belgium and was supervised by a Belgian Government minister. In 1991, the RTT was reorganized as an autonomous public sector enterprise called "Belgacom". Belgacom was incorporated on 16 December 1994 as a limited liability company under public law and in March 1996, the Belgian State sold 50% less one share to a private consortium. Belgacom launched the Proximus GSM cellular network on 1 January 1994. Belgacom Mobile was established on 1 July 1994 by Belgacom (75%) and AirTouch Communications (which subsequently merged with Vodafone) (25%).

67 In the last quarter of 1996, the Company established Belgacom Téléport SA, which in 1998 took over the activities of Espadon Télécommunications SA, and the resulting merged company was renamed "Belgacom France". The Company exchanged its 100% shareholding in Belgacom France for a 10.8% interest in LDCom Networks in March 2002, which was subsequently reduced to 8.1% as of 31 December 2003 as a result of increases in the capital of LDCom Networks in which Belgacom did not participate. In 1998, the Company and Tele Danmark (now TDC) created Ben Ncderland, one of five mobile phone operators in The Netherlands. At the time of establishment, the Company owned 70.6% of Ben Nederland and Tele Danmark owned 29.4%. In October 2000, T-Mobile, a subsidiary of Deutsche Telekom AG (Deutsche Telekom), acquired 50%. minus one share of Ben Nederland, which acquired a UMTS licence for The Netherlands for €395 million in October 2000. Belgacom sold its remaining shareholding in Ben Nederland to a subsidiary of T-Mobile between November 2001 and September 2002 for a total of €972 million. During 2000, the Infosources Group and Belgacom formed a new company, Infosources, in which Belgacom held a 74% interest, to operate ISP activities in France and Belgium. The Belgian ISP activities were operated through Belgacom Skynet. The Infosources Group sold its French ISP business to Tiscali in November 2001, and between November 2001 and July 2002, Belgacom acquired the remaining minority interests in Infosources in order to reacquire 100% of Skynet. Skynet is now the trademark for Belgacom's portal activities. In March 2004, Belgacom was listed on the Euronext Brussels Stock Exchange (ticker "BELG").

Recent acquisitions and divestitures In January 2005, Belgacom sold all the shares of Belgacom Directory Services SA to Promedia SCA. In January 2005, Belgacom also exercised its put option with respect to its minority shareholding in Alert Services Holding SA. Finally, in July 2005, Swisscom Fixnet AG transferred its international carrier services business to Belgacom's subsidiary Belgacom International Carrier Services SA (B1CS). As a result of this transaction, Swisscom Fixnet AG controls 28% of BICS and Belgacom 72%.

Latest developments In June 2005, Belgacom launched its digital television offering, Belgacom TV, offering to the customer a range of channels, on demand TV, interactive television services and an electronic program guide. Through a successful bidding, Belgacom was able to acquire the exclusive broadcasting rights for the Belgian and Italian Football League championships. In September 2005, Belgacom launched a public tender offer to acquire 100%> of Telindus shares. This offer should fit the Belgacom's strategy to grow its IT services business in Belgium and should offer additional international scope. In November 2005, Belgacom signed a Collective Labour Agreement on the organisation of work. This Agreement fixed the terms for the reconversion of 430 staff. Of them, statutory employees will be assigned structural non-working status as of 31 December 2005, and contractual employees will be made redundant in accordance with legal provisions. A solution has also been negotiated for employees declared medically unfit for work. An end-of-carcer solution was also addressed in this Agreement in the form of a tutorship programme on a voluntary basis. This enables Belgacom's oldest and most experienced staff to ease up on their work at the end of their career, partially devoting their time to training Belgacom's younger staff. This programme will be available until 2010. Potentially 2500 employees could benefit from this tutorship option, from now until 2010.

68 Structure of the Group

Belgacom

Fixed Line Services MobileCommunications Services International Carrier Services

Belgacom Skynet 100% WIN 100% Belgacom Invest 100% BICS 72% Certipost 50% Connectimmo 100% Belgacom Finance 100% Finbel Re 100% Belgacom Mobile 75% Points of Presence in Belgacom Services 100% 15 countries 100% Belgacom Opal 100%

PRODUCTS AND SERVICES The Belgacom Group is a telecommunications company in Belgium and an important player in a number of areas, including retail and wholesale fixed-line telephony services, mobile communications services and broadband data and Internet services. The Belgacom group operates in the following three business segments:

(i) Fixed Line Services (FLS) Belgacom is a provider of fixed-line communications services in Belgium, offering a comprehensive range of voice, data, Internet fixed-line and Digital TV services to residential and business customers. As of 31 December 2004, Belgacom provided approximately 5.3 million fixed access channels in the residential and business markets, including approximately 828,000 ADSL retail access channels and around 975,000 ISDN access lines. The Belgacom group is an ISP in Belgium, offering narrowband and broadband Internet access to more than 1,000,000 subscribers as at 31 December 2004. Through ADSL, Belgacom provides fast Internet access in a market that has one of the highest broadband penetration levels in the world. In addition, the Belgacom group provides regulated and commercial wholesale services to other operators and service providers in Belgium. Following liberalisation in 1998, increased competition in the Belgian market for fixed network telecommunications has resulted in a reduction in Belgacom's market share of fixed-line services. Despite increased competition for voice access and traffic, Belgacom has maintained a large share of the residential fixed-line market, primarily through its service quality, marketing initiatives and promotions.

(ii) Mobile Communications Services (MCS) The Belgacom group is an important provider of mobile communications services in Belgium, with approximately 4.2 million active customers as at 31 December 2004. The Belgacom group provides mobile communications services through Belgacom Mobile, which is 75% owned by Belgacom and 25% owned by Vodafone Group pic (Vodafone). Belgacom Mobile has been able to maintain a stable position in a very competitive 3-player market. Through the Proximus and Pay&Go brand names, for post-paid and pre-paid customers respectively, Belgacom Mobile provides a broad range of mobile communications services to

69 residential and business customers in Belgium, including traditional voice services, international roaming (in/out) services, data services (including SMS and MMS) as well as wholesale data services to third parties. Belgacom Mobile has recently entered into an agreement with Vodafone covering a number of areas, including the development of new products and services, and which Belgacom believes will increase operational synergies.

(in) International Carrier Services (ICS) Belgacom provides voice and data connectivity, capacity and infrastructure services to telecommunications operators and service providers worldwide. Initially set up to handle the bilateral relationships between Belgacom and foreign carriers and to manage Belgacom's international network, Belgacom's international carrier services segment has developed a significant international wholesale voice business to become one of the important players in this market.

To facilitate participation in the consolidation of the carrier Wholesale market, Belgacom has spun off its ICS activities into a wholly owned subsidiary of Belgacom SA. The new company, called Belgacom International Carrier Services SA (BICS), has been operating since 1 January 2005.

On 22 February 2005, Belgacom and Swisscom Fixnet concluded a joint-venture agreement, aiming at a business combination between ICS and Swisscom ICS, a division of Swisscom Fixnet acting as the international wholesale arm of the Swisscom Group. The joint venture became operationally effective on 1 July, 2005. The shareholding of Belgacom SA and Swisscom are 72% and 28% respectively. ICS is Swisscom's and Belgacom's provider of international connectivity services and today benefits - following an estimation of ICS in 2004 - from a position as the eighth largest operator worldwide in terms of voice traffic volume.

The following table gives a breakdown of the revenues for each business segment:

Six months Six months ending 30 ending 30 EUR million June 2004 June 2005 Fixed Line Services 1,570 1,498 Mobile Communications Services 1,108 1,085 International Carrier Services...... 296 333 Inter segment eliminations -222 -207

Total 2,752 2,709

Non-recurring revenue ...... 0 238

Total 2,752 2,947

Fixed Line Services (FLS) revenue decreased year-over-year by 4.5%i (excluding the EUR 238 million gains on the sale of Belgacom Directory Services SA). This evolution was however partly driven by the sale of several consolidated companies (representing a revenue decrease of EUR 13 million year-over-year) and by one-time items recorded in 2004 (EUR 35 million in total). Adjusted for one-time items and disposed companies, FLS revenue decreased by 1.5%. The growth in broadband, national wholesale and other retail revenues partly offset the revenue decline in voice access and traffic.

Mobile Communications Services (MCS) total revenue was impacted by an even more aggressive level of competition in the market and decreased by 2.1%. This decrease is explained by a Net Service revenue decline of 1.3%, and a 16% decline in handset (price decrease of devices) and other revenue.

International Carrier Services (ICS) revenue progressed by 12.3%, thanks to its successful strategy of capturing growing traffic to mobile operators.

70 REGULATORY Introduction Since 1 January 1998, Belgacom has lost its last monopolies and all telecommunications activities have been allowed to be carried on freely, subject to the applicable rules. In this environment, Belgacom is put on the same footing as its competitors. However, as an operator with significant market power, it is subject to a series of obligations which do not apply to its competitors (except for those who would also be considered powerful on a specific market). Moreover, Belgacom, given its size, experience and nature as a public company is required to provide the public service throughout Belgium. Beginning in 1999, the European Commission (EC) launched a general review of the 1998 Package. This review, which was planned for in a certain number of directives was made necessary by the evolution of the market following liberalisation, by the introduction of new technologies such as convergent services and the globalisation of telecommunications. This review was referred to as the 1999 Review. The 1999 Review led in March 2002 to the adoption of a totally new framework seeking to adjust current Community regulations on telecommunications to the profound changes that have occurred in the telecommunications, media and information technology sectors. The telecommunications and broadcasting transmission services and networks are collectively defined in 2003 in a new framework (the 2003 Framework) as "electronic communications services and networks". The goals of the 2003 Framework were to enable regulators to focus their powers to promote competition, protect consumers and consolidate the single EU market, while taking into account the need for innovation and the long-term sustainability of the communications sector.

The 2005 Law Under Belgium's federal system, radio and television broadcasting fall within the competence of the regional governments. Given that the 2003 Framework applies to all electronic communications sectors, some implementing measures are to be adopted by the regional governments. These regional measures may affect some of Belgacom's competitors. It is unclear what effect the regional legislation may have on Belgacom's business. Because of the convergence, the Federal State and the regional authorities (the Communities) must conclude a cooperation agreement in order to allow the regulation of the networks used for telecom and media purposes. The effective application of the measures described in the following section is subject to the conclusion of this cooperation agreement. Pursuant to the 2005 Law, the BIPT is required to perform an analysis of the markets on the basis of the principles set out by the Commission in its SMP Recommendation and Guidelines and assess which are competitive and which are not. Based on this analysis, the BIPT will be required to impose new regulatory obligations and/or amend existing obligations on operators with significant market power or withdraw existing obligations if the operator no longer has significant market power. Under the 2005 Law, the BIPT must impose only those regulatory obligations that are necessary and proportionate to solve the competitive problem identified and must only impose regulatory obligations if general competition law does not suffice to remedy these competitive problems. In practice, this means that some operators with significant market power might be subject to only limited obligations, while some others might be subject to a larger set of obligations. The analysis of the markets will need to be updated regularly, at which time the BIPT will need to reassess the regulatory obligations it has imposed.

Special status of operators with significant market power Since 1999, the BIPT has consistently designated Belgacom as an operator with significant market power in the voice telephony, public network and leased lines markets. Belgacom Mobile has been identified as having significant market power in the mobile and interconnection markets since 1999 and 2000, respectively. As a result of its designation as operator with significant market power in the mobile market, Belgacom Mobile is subject to obligations of non-discrimination and transparency, as well as the duty to meet all reasonable requests for interconnection and special access to its network. As a significant market power operator, Belgacom Mobile is also required to

71 file tariffs for its interconnection services with the BIPT. Further, as a result of its designation as an operator with significant market power in the interconnection market, Belgacom Mobile must observe the principle of cost orientation in respect of its interconnection tariffs. Mobistar has also been identified as having significant market power in both the mobile and the interconnection markets since 2002 and 2003, respectively. Pursuant to the 2003 Framework, the concept of significant market power will be revised and will be assessed by the BIPT pursuant to the significant market power Recommendation and on the basis of the Guidelines. It is anticipated that, following the BIPT's re-assessment, Belgacom and Belgacom Mobile will continue to be designated as significant market power operators in certain markets. At this time, however, it is not possible for Belgacom to state with certainty what effect the implementation of the 2005 law will have on it or whether it will be subject to additional regulatory obligations. However the first drafts of decision shows the BIPT intends to keep the existing obligation and even broaden the scope of these obligations like the obligation of provision of the wholesale line rental.

Public Service The 2005 law provides a full system of appointment of the operators in charge of the various elements of the universal service, universal access and other missions of general interest. However, Belgacom remains in charge of the universal service as it was under the 1991 law until the new appointment is done. There is only one exception to this interim measure: the social rates must be granted by all the operators (including the mobile ones).

Universal service Belgacom remains the universal service provider in Belgium and is required to provide basic fixed line telecommunications services at an affordable price to any residential or business customer in Belgium that requests service. Belgian law defines the basket of services that makes up the universal service obligation (or "USO"). It includes the provision of access to the public telecommunications network allowing for the use of telephone, fax and modem; free access to emergency services; directory assistance, continuous delivery of voice telephony service in the event of non-payment of bills (lifeline services); public payphones and special rates for the elderly, handicapped, and low- income individuals ("social rates"). The Company is also required to maintain quality of service standards, including compliance with time frames set for initial connection and repair time as well as a specified ratio of public payphones to population density. Universal service must be provided at or below cost, and the 1991 Law has set a cap on prices to maintain the affordable nature of universal service. In 2002, the industry ombudsman made a suggestion that ADSL services be added to the basket for USO. The issue was debated by the industry's Consultative Committee, which concluded that it was unnecessary to add ADSL to the USO due to the existing high penetration of ADSL in Belgium (ADSL services are available to 98% of the Belgian population). The Consultative Committee recommended to the Minister of Telecommunications that ADSL not be included in the USO. However, consideration is being given by the Minister of Public Sector Companies and members of the Belgian Parliament to include some access to broadband services as part of future USO. A debate regarding the inclusion of broadband access among the services that make up universal service also took place at the EU level, but the Commission ultimately decided that this measure was premature. Further, Member States remain free to impose special measures outside the scope of universal service, but they may not finance them by means of contributions from operators. Consideration is also being given by the Minister of Public Sector Companies and members of the Belgian Parliament to include certain mobile services as part of future USO. Under the 2005 law, all operators must provide the social rates whilst for the other parts of the universal service — geographic universal service (the provision of the voices services at an affordable price on the whole Belgium), the payphones, the universal directory and the universal directory assistance — a tender is to be organised. In case there is no candidate, the King appoints an operator lo provide the universal service.

72 Under the 2005 law, 2 funds for the financing of the Universal Service are created: (i) the first one is to compensate the operator(s) in charge of the geographic universal service, the payphones the universal directory and the universal directory assistance and (ii) the second one to compensate the operators that grant social rates more than proportionally compared to their market share.

Universal access Under the 1991 law, the Company was obligated to provide universal access to leased lines, public switched data services, telex and telegraph, and its ISDN network. Under the 2005 law, these obligations may be imposed on at least one operator. It is expected that the Company will be appointed to provide these services.

Missions of general interest Under the 1991 law and pursuant to the terms of the Management Contract that the Company concluded with the Belgian State, the Company is required to provide certain "missions of general interest" to the Belgian public. Under this provision, the Company is required to provide limited services for civil defense and is responsible for ensuring Internet connectivity to hospitals, schools and libraries in Belgium. These services are partially funded by the Belgian State. The Company is also required to provide Belgian press agencies as well as national newspapers and certain weekly magazines with a 50% discount on their monthly rental fees and traffic costs. The Company does not recoup these costs from the Belgian Government. Under the 2005 law, these missions remain about the same and the King has to appoint the operators in charge of these missions. It is likely that the Company will remain in charge of this beside new operators (especially in the provision of Internet connectivity to hospitals, schools and libraries).

Role and authority of the national regulator (BIPT) The Belgian Institute for Postal services and Telecommunications, commonly referred to as the BIPT, operates in Belgium as a national sector-specific regulator for both the post and the telecom sector. A law modifying BIPT status has been adopted on 17 January 2003 strengthening the BIPT's independence. The BIPT retained most of its existing powers and obligations, including those relating to the monitoring of markets, tariffs and the implementation of cost orientation, as well as interconnection and conciliation of disputes between operators. In addition, the BIPT was given the authority to grant authorizations and the final authority to approve reference offers. The BIPT's powers remain subject to some governmental control, such as governmental oversight of certain of its regulatory powers and the requirement to publish an annual report on its activities. Pursuant to the new legislation, the Belgian Government will have the power to suspend certain BIPT decisions it deems contrary to the law or the public interest. However, a decree implementing this power is still to be adopted. The new legislation also created the BIPT Council. The BIPT Council is the new head of the BIPT and is responsible for overseeing the day-to-day operations of the BIPT. It also has the power to represent the BIPT before the courts and to perform all actions required for carrying out the missions of the BIPT. The BIPT is to fund its operations from the proceeds received from licensing and other fees paid by all licensed operators, with the exception of concession fees paid by the mobile operators. The composition of the first BIPT Council was determined on 23 April 2003. Four members were appointed by the Belgian Government for six year renewable terms. Its members are: — Eric Van Heesvelde (former BIPT Administrator General) — Georges Denef (former BIPT Director General) — Catherine Rutten — Michel Van Bellinghen.

73 The staff of BIPT consists of the number of around 250 persons of which however only 20-30 play a key role in the regulation of the telecom sector. Another law, which was also adopted on 17 January 2003, provides for an appeal procedure against BIPT decisions. Third parties, including the Minister of Telecommunications, may now appeal against BIPT decisions to the Brussels Appeal Court pursuant to a summary procedure that is normally applied to matters of special urgency. These appeals do not have a suspensive effect, unless (i) they are lodged against a BIPT decision to levy a fine for violation of the Belgian telecommunications regulatory framework, or a BIPT order to cease the operations of a network or the provision of a service or (ii) the Court grants suspensive effect to the appeal. Belgacom considers that the Brussels Appeal Court has authority to review decisions on both procedural and substantive grounds. Appeals were previously made before the Council of State, which had only limited authority to review BIPT decisions. Appeals initiated before 17 January 2003 remain within the competence of the Council of State. This second law also gives the Belgian Competition Council authority to resolve disputes regarding, among others, interconnection, special access and unbundling of the local loop. In addition, on the basis of its competence to monitor compliance with the 1991 Law, the BIPT still intervenes in these disputes between operators, in particular through conducting its own proceedings. The new laws of 17 January 2003 were both challenged before the Belgian Constitutional Court, notably by the Flemish regional authorities, on the basis of an alleged infringement of the constitutional separation of powers between the federal and the regional governments. Regional authorities have been given competence regarding radio and television broadcasting (the eighteenth market defined in the SMP Recommendation). The Belgian Constitutional Court concluded there is a need for a "cooperation agreement" between the Federal State and the Communities and decided to annul the competences of the BIPT in case such agreement can not be reached before the end of 2005. Consequently, the Federal Government modified the 17 January law to keep the competences of the BIPT as long a "dual" network is not the subject of the decision.

MANAGEMENT

Board of Directors The Board of Directors is convened by its chairman or the CEO whenever the interests of the company so require or at the request of at least two directors. In principle, the Board of Directors meets six times a year. The agenda for each meeting contains items of an informational nature and items on which a decision must be made.

In principle, the Board's decisions are made by a simple majority of the directors present or represented. For certain issues, listed in Article 23 of the Articles of Association of Belgacom, a special majority is required.

The Board of Directors has adopted a Board Charter that, together with the charters of the Board Committees, reflects the principles by which the Board of Directors and its Committees operate. The Board Charter provides, among other things, that important decisions should have broad support, understood as a qualitative concept indicating effective decision-making within the Board of Directors following a constructive dialogue between directors. They should be prepared by standing or ad hoc Board Committees having significant representation of non-executive, independent directors within the meaning of Article 524, § 4 of the Belgian Company Code. As provided for in the 1991 Law, the Board of Directors is composed of: Directors appointed by the Belgian State pro rata with its shareholding; the aggregate number of such directors being determined by the shareholders' meeting; and Directors appointed by a separate vote among the other shareholders for the remaining seats.

74 The members of the current Board of Directors of Belgacom are as follows: Name Age Position Director since Term Expires Theo Dilissen(l) 52 Chairman of the Board 2004 2009 Didier Bellens(l) 50 President and CEO 2003 2009 Johny-Freddy Cornillie'1} 54 Director 1994 2006 Didier De Buyst(l) 39 Director 1996 2006 Martine Durez1 !) 55 Director 1994 2006 Michel Moll(1) 57 Director 1994 2006 Robert Tollet(l) 59 Director 2003 2009 Norbert Van Broekhoven(1) 59 Director 1994 2006 Paul Van de Perre(l) 52 Director 1994 2006 Mr. Pierre-Alain De Smedt(2> 61 Director 2004 2010 Ms. Carine Doutrelepont(2) 45 Director 2004 2006 Mr. Philip Hampton(2) 51 Director 2004 2010 Mr. George Jacobs'2' 65 Director 2004 2006 Mr. Maurice Lippens'2'1 62 Director 2004 2006 Mr Oren G. Shaffer(2) 63 Director 2004 2006 Mr. Philippe Van de Vyvere(2) 52 Director 2004 2006 Ms. Lutgart Van den Berghe(2) 53 Director 2004 2010 (1) Appointed by the Belgian State (2) Appointed by the shareholders' meeting and independent The business address of each member of the Board of Directors is the registered office of Belgacom S.A. Theo Dilissen (1). Theo Dilissen was appointed as Chairman of the Board of Directors of Belgacom in October 2004. Previously Mr. Dilissen was CEO, Managing Director and Vice-Chairman of Real Software and from 1989 to 2000 he was COO and member of the Board of ISS (a Danish publicly listed company). He studied Sociology and holds a Master in Business Administration. Didier Bellens (1). Didier Bellens was appointed as President and Chief Executive Officer and a director of Belgacom in March 2003. Previously Mr. Bellens served as the CEO of the RTL Group in Luxembourg and prior to that, as the CEO of the Group Bruxelles-Lambert. He holds a degree in Economics and Business Administration from the University of Brussels (ULB). Johny Cornillie (1). Johny Cornillie was appointed to the Board in December 1994. He is a former chief of the private office of the minister-president of the government of Flanders. Until 1997 he was CEO of Van Gansewinkel group and until 2002 chairman of SEGHERS better technology group. He is currently a director and advisor of several international companies. Mr. Cornillie graduated as an engineer in applied economics from the University of Leuven. Didier De Buyst (1). Didier De Buyst was appointed director in March 1996. Mr. De Buyst began his career in the nuclear sector. He was CEO of Inter-Eco Group, an engineering and consultancy firm, from 1993 to 2003. He was also a Member of the Board of the Federaal Agentschap voor Nucléaire Contrôle (Federal Agency for Nuclear Monitoring) and Chairman of the Audit Committee between 2002 and 2003. He is now mediator/arbitrator for (inter)national industrial disputes of a technological nature and is also a part-time professor at the Department of Architecture of the Universiteit Hogescholen Limburg. Mr. De Buyst is a civil engineer (with a Masters in Engineering), has a doctorate in engineering (PhD in Engineering obtained in 1993) and he holds also a degree from the Vlerick Leuven Ghent Management School. Martine Durez (1). Martine Durez was appointed director in December 1994. Ms. Durez is the Chief Financial and Accounting Officer at La Poste. Ms. Durez was Professor of Financial Management and Analysis at the University of Mons-Hainaut. She has also served as a member of the High Council of Corporate Auditors and the Committee of Accounting Standard and as a special emissary at the Cabinet for Communication and State Companies. She serves as a regent of the National Bank of Belgium. Ms. Durez graduated as a Commercial Engineer and holds a degree in Applied Economics from the University of Brussels (ULB).

75 Michel Moll (1). Michel Moll was appointed director in December 1994. Since 1996 he has served as the Chairman of the Board of Directors and the General Manager of BRUFICOM (Brussels Finance Communication), a venture capital company with minority shareholdings in small and start-up companies in the fields of telecommunications, multimedia and computers. Prior to 1996, Mr. Moll was manager and director of the SNI (Société Nationale d'Investissement). He is currently a director of SONACA (Société Nationale de Construction Aérospatiale) and SBI (Société Belge d'Investissement Internationale). Mr. Moll graduated as a commercial engineer from the Business School of the University of Louvain. Robert Toilet (1). Robert Toilet was appointed director in October 2003. Mr. Toilet is the chairman of the board of directors of the Société Fédérale de Participations, a public sector holding company and serves on the boards Crédit Professionel and Credibe. He is also the Chairman of the Central Council for the Economy. Mr. Toilet holds a degree in Economics and a degree in Economic Analysis and Policy from the University of Brussels (ULB). Norbert Van Broekhoven (1). Norbert Van Broekhoven was appointed director in December 1994. He is a civil engineer and was CEO of Van Broekhoven's Algemene Ondernemingen NV. He is currently CEO of Actima NV and director and advisor of several Belgian companies. Mr. Van Broekhoven graduated as a civil engineer from the University of Leuven. Paul Van de Perre (1). Paul Van de Perre was appointed director in December 1994. He is the co-founder of GIMV (Venture Capital Firm) and was formerly a director of Sidmar (Arcelor). He is currently a director of Meta Pharma (nutraceuticals) and Greenbridge (incubator). Mr. Van de Perre is CEO of 5 Financial Solutions, a division of Praxis in Management, a corporate finance house. Mr. Van de Perre holds an MBA and Master in Economics and is a certified accountant (IAB). Pierre-Alain De Smedt (1). Pierre-Alain De Smedt was appointed director in March 2004. Mr. De Smedt was appointed Executive Vice President of Renault in 1999. He was chairman of Autolatina, VAG and Ford's joint venture subsidiary in Latin America. He served as Chairman of Volkswagen Brazil and Argentina before being appointed as Chairman of Seat. Mr. De Smedt is member of the Board of Deceuninck Plastics Group and also of Compagnie Nationale à Portefeuille. He is a graduate in engineering and economics from the University of Brussels (ULB). Carine Doutrelepont (1). Carine Doutrelepont was appointed director in March 2004. Ms. Doutrelepont is a partner at the Belgian law firm of Uyttendaele, Gérard & Doutrelepont and is specialized in information technology, intellectual property, media law and competition matters. She is a member of the Belgian Competition Authority. She holds a PhD in law from the University of Brussels (ULB) where she currently holds tenure as a Professor of Media Law, Intellectual Property Law, Electronic Commerce Law and European Audiovisual Law. She is also Director of the Information and Communication Law Centre of the ULB. Philip Hampton (1). Philip Hampton was appointed director in March 2004. He spent the first ten years of his career at Lazard Brothers in London, New York and Paris. He then took up the positions of Finance Director for British Steel pic, British Gas pic and British Telecommunications Group pic and for Lloyds TSB Group pic. He is currently Chairman of J. Sainsbury pic. He is a member of the Board of the RMC Group pic. Mr. Hampton is a Chartered Accountant and holds an MBA from INSEAD, Fontainebleau. Georges Jacobs (1). Baron Georges Jacobs was appointed director in March 2004. Mr. Jacobs is a Chairman of the Board of Directors of UCB. He commenced his career as an economist at the International Monetary Fund (USA). Later, he joined the UCB Group and was appointed as a Director of UCB in 1987. Furthermore, Baron Jacobs is member and Chairman of the Board of Delhaize, and a member of the Board of Bekaert and SN Brussels Airlines. He holds a law degree and a degree in economics, as well as a Master of Arts in Economics from the University of California, Berkeley. Maurice Lippens (1). Count Maurice Lippens was appointed director in March 2004. Mr. Lippens is co-founder of Fortis, created in 1990 and the first European cross-border banking and insurance group. He served as the executive Chairman of Fortis until 2000 and since then he is the non-executive Chairman of the Board of Directors. He is a member of the Board of several

76 companies including Suez-Tractebel, Groupe Bruxelles Lambert and Total. He holds a law degree from the University of Brussels (ULB) as well as an MBA from Harvard Business School. Oren G. Shaffer (1). Oren G. Shaffer was appointed director in April 2004. He is Vice Chairman and Chief Financial Officer of Qwest Communications International Inc. Formerly Mr. Shaffer was President and Chief Operating Officer of Sorrento Networks and from 1994 to 2000 he was Chief Financial Officer of Ameritech. He holds a Bachelor of Science in business administration from The University of California at Berkeley and a Master of Science in management from The Massachusetts Institute of Technology. Philippe Van de Vyvere (1). Philippe Van de Vyvere was appointed director in March 2004. Mr. Van de Vyvere is the founder, CEO and Chairman of Sea-Invest, Europe's largest bulk and fruit transshipment company. He is currently a non-executive board member for ING Belgium. Mr. Van de Vyvere holds a degree in Economics. Lutgart Van den Berghe (1). Prof. dr. Lutgart Van den Berghe was appointed director in March 2004. Ms. Van den Berghe holds a PhD in economics from Ghent University. As Executive Director, she heads the Competence Centre Entrepreneurship, Governance and Strategy at the Vlerick Leuven Gent Management School as well as the Belgian Directors' Institute. She is a professor at Ghent University, where she lectures on corporate governance and serves as a non-executive director in a number of listed and non-listed multinational companies such as Electrabel, CSM (The Netherlands), SHV Holding (The Netherlands) and Solvay BV (the Netherlands). The Issuer is not aware of any potential conflicts of interest between the duties of the members of the Board of Directors of the Issuer and their private interests or other duties.

Management Committee The Management Committee's role, apart from exercising the specific powers entrusted by the 1991 Law to the Management Committee is to assist the CEO in the exercise of his duties. The Management Committee aims to decide by consensus, but in the event of disagreement, the view of the CEO will prevail. The Management Committee generally meets on a weekly basis. Pursuant to the 1991 Law and the Articles of Association, the CEO serves as a member of the Management Committee, which he chairs. There must be the same number of French-speaking members and Dutch-speaking members in the Management Committee, the President and Chief Executive Officer except in case of an uneven number. Members who are neither French-speaking nor Dutch-speaking shall not be taken into account for the calculation of this linguistic parity requirement. The current members of the Management Committee, in addition to the CEO, are as follows:

Name Age Position Scott Alcott 39 Chief Operating Officer Fixed Lines Services Bridget P. Cosgrave 43 Chief Executive Officer of International Carrier Services Astrid De Lathauwer 41 Chief Human Resources Officer William Mosseray 41 Chief Strategy Officer Ray Stewart 56 Chief Financial Officer Michel Georgis 52 Chief Executive Officer of International Carrier Services

The business address of each of the members of the Management Committee is, Boulevard du Roi Albert 11- Koning Albert 11- Laan 27, B-1030 Brussels. The Issuer is not aware of any potential conflicts of interest between the duties of the members of the Management Committee of the Issuer and their private interests or other duties.

INFORMATION ABOUT THE CAPITAL OF BELGACOM At the end of June 2005, the share capital of Belgacom amounted to EUR 1 billion (fully paid up), represented by 361,775,135 shares, without nominal value and all having the same rights, provided such rights are not suspended or cancelled in the case of treasury shares.

77 On 24 February 2005, the Belgacom Board of Directors decided to conduct a share buy-back for a maximum amount of EUR 300 million and for a share price that must not be more than 5% above the highest and 10% below the lowest closing price in the thirty-day trading period preceding the transaction. The programme was launched in May 2005 and completed on 17 August 2005. In total, Belgacom bought 10,613,234 shares on the stock exchange at an average price per share of EUR 28.27. As a result of the buy-back, Belgacom holds 5,9% of the total shares. These treasury shares will be kept by Belgacom to cover existing and future employee incentive plans. Belgian law prohibits a company to own more than 10% of its outstanding share capital. The voting and dividend rights in respect of shares acquired in 2003 and 2004 owned by Belgacom itself are suspended while the voting and dividend rights in respect of shares acquired by Belgacom in 2005 have been cancelled.

Stock Option Plan In March 2004 Belgacom launched a Stock Option Plan for the top management of the Belgacom group. In 2004, 1,128,500 share options were granted and in 2005, 542,541 share options were granted. The share options vest over a three year period in accordance with the graded vesting method. Stock options - Situation 19109 2004 2005 Granted 1.128.500 542.541 Forfeited 21.114 0 Exercised 169.435 0 Vested/Exercisable 210.255 0 Expired ...... 0 0 Outstanding/Non-exercisable 727.696 542.541 Strike 24,5 29,92 Contractual life 7 years'*' 7 years (*) The options granted to the CEO have a contractual life of 8 years. Authorised capital and acquisition of own shares The Board of Directors of Belgacom is authorised to increase the capital in one or more steps by a maximum amount of EUR 200,000,000. This authorisation is valid for eight years after the publication in the Belgian Official Gazette (which took place on 11 March 2004). When deciding to increase the capital within the framework of the authorised capital, the Board of Directors of Belgacom is authorised to cancel or restrict the preferential subscription rights of existing shareholders. All such resolutions of the Board of Directors of Belgacom require a two-thirds majority of the members present or represented. The Board of Directors of Belgacom is also authorised to increase the capital in one or more steps as from the date of notification to Belgacom by the BFIC of a public takeover bid on the shares of Belgacom. This authorisation is valid for three years from 11 March 2004. All issues of shares, convertible bonds or warrants are subject to prior approval by the Belgian State (by Royal Decree deliberated in the Council of Ministers). No such issues may be made to persons other than public authorities if, as a result of the issue, the public authorities' direct participation in the share capital at the time of the issue would no longer exceed 50% of the share capital. The Extraordinary Shareholders' Meeting of Belgacom of 13 April 2005 decided to authorise the Board of Directors of Belgacom to acquire shares of Belgacom, provided that the fractional value of the Belgacom shares held does not exceed 10% of Belgacom's capital and subject to a price range of a minimum of 10% below and a maximum of 5% above the closing price for an Belgacom share on Euronext Brussels in a 30-day period prior to the purchase. This authorisation is valid until 14 October 2006 (i.e., for a period of 18 months as from 14 April 2005). Moreover, the Board of Directors of Belgacom is authorised to purchase or sell Belgacom shares whenever the purchase or sale thereof is necessary to prevent the company from suffering an imminent serious harm. This authorisation is granted for a period of three years from the publication in the Belgian Official Gazette (which took place on 11 March 2004).

78 According to Article 13 of Belgacom's Articles of Association, the Board of Directors of Belgacom is authorised, without the prior agreement of Belgacom's Shareholders' Meeting, to sell the Belgacom shares which Belgacom has in its possession on the stock exchange.

Additional Information

Registered Office: Boulevard du Roi Albert II/Koning Albert Il-Laan, 27 1030 Brussels, Belgium VAT BE 0202.239.951 Brussels Trade Registry 587.163 Tel: + 32 202 40 23

For Financial Information: Investor Relations Manager Boulevard du Roi Albert II/Koning Albert II-Laan, 27 1030 Brussels, Belgium Tel : +32 202 40 23

79 TAXATION The comments below are of a general nature only and are not exclusive. Prospective Noteholders, Receiptholders or Couponholders who are in any doubt as to their tax position should consult their own professional advisers.

Luxembourg Taxation Under Luxembourg tax law, there is currently no withholding tax on payments of principal, premium or interest, nor on accrued but unpaid interest, in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes. Luxembourg levies withholding tax on interest payments made by a Luxembourg paying agent to individual beneficial owners who are tax resident of (i) another EU Member State, pursuant to EC Council Directive 2003/48/EC on taxation of savings income in the form of interest payments, or (ii) certain non-EU countries and territories which have agreed to adopt similar measures to those provided for under EC Council Directive 2003/48/EC (see "Risk Factors - EU Savings Directive" above. Responsibility for the withholding of such tax will be assumed by the Luxembourg paying agent and not by the Issuer.

Belgium 1. Notes issued by Belgacom: Withholding Tax Withholding tax will be applicable to the Notes issued by Belgacom at the rate of 15 per cent, subject to such relief as may be available under applicable domestic law or tax treaty provisions. However, all payments by or on behalf of Belgacom of principal and interest may be made without deduction of withholding tax for Notes held by certain eligible investors (the Eligible Investors) in an exempt securities account (an Exempt Account) with the X/N Clearing System or with a participant or sub-participant in such system (a "Participant"). Investors which can hold an Exempt Account are those entities referred to in article 4 of the Arrêté royal du 26 mai 1994 relatif à la perception et à la bonification du précompte mobilier (Belgian Royal decree of 26th May, 1994 on the deduction of withholding tax) which hold Notes in an Exempt Account in the X/N Clearing System and include, inter alia: 1. Belgian domestic companies subject to corporate income tax as specified in article 2, §2, 2 of the Income Tax Code of 1992 (the Tax Code); 2. institutions, associations or companies specified in article 2, §3 of the law of 9th July, 1975 on the control of insurance companies other than those referred to in 1 and 3 , and without prejudice to the application of article 262, 1 and 5 of the Tax Code; 3. state-linked social security organisations and institutions assimilated thereto specified in article 105, 2 of the Royal Decree of 27th August, 1993 implementing the Tax Code; 4. non-resident savers as specified in article 105, 5 of the same Decree; 5. mutual funds specified in article 115 of the same Decree; 6. companies, associations and other taxpayers referred to by article 227,2 of the Tax Code, having invested the securities in the exercise of their professional activities in Belgium and being subject to non-resident tax in accordance with article 233 of the same Code; 7. the Belgian State, for its investments exempted from withholding tax in accordance with article 265 of the Tax Code; 8. mutual investment funds under foreign law being an undivided estate managed by a management company on behalf of the participants when their rights of participation are not publicly issued in Belgium nor sold in Belgium; 9. Belgian resident companies not referred to under 1 above, having an activity that consists solely or mainly of the granting of credits and loans.

80 Eligible Investors do not include, inter alia, Belgian resident investors who are individuals or non-profit making organisations, other than those mentioned under 2 and 3 above. Upon opening of an Exempt Account with the X/N Clearing System or with a Participant, an Eligible Investor is required to provide a statement of its eligible status on a form approved by the Belgian Minister of Finance. There are no ongoing declaration requirements for Eligible Investors. However, Participants are required to make annual declarations to the X/N Clearing System as to the eligible status of each investor for whom they hold Notes in an Exempt Account. Such requirements do not apply in respect of Notes held in Euroctear or Clearstream, Luxembourg. An Exempt Account may be opened with a Participant by an intermediary (an Intermediary) in respect of Notes that the Intermediary holds for the account of its clients (the Beneficial Owners), provided that each Beneficial Owner is an Eligible Investor. In such a case, the Intermediary must deliver to the Participant a statement on a form approved by the Minister of Finance confirming that (i) the Intermediary is itself an Eligible Investor, and (ii) the Beneficial Owners holding their Notes through it are also Eligible Investors. It is expected that, at a later stage, the operation of the clearing system for corporate debt securities, including any Notes, might be transferred from the National Bank of Belgium to the Caisse Interprofessionelle de dépôts et de virements de titres/lnterprofessionele Effectendeposito- en Girokas (the C.I.K). Capital Gains and Income Tax Noteholders who are not residents of Belgium for Belgian tax purposes and are not holding the Notes through a Belgian establishment and do not conduct Belgian professional activities, will not incur or become liable for a Belgian tax on income or capital gains or other like taxes by reason only of the acquisition, ownership or disposal of the Notes provided that they hold their Notes in an Exempt Account. Transfer Tax A taxe sur les opérations de bourse (tax on stock exchange transactions) at the rate of 0.07 per cent, (subject to a maximum amount of €500 per party and per transaction) will be due upon the sale and purchase in a secondary transaction of Notes entered into or settled in Belgium in which a professional intermediary acts for either party; a separate tax is due from each of the seller and the purchaser, both collected by the professional intermediary. The European Court of Justice has stated, in its judgment dated 15 July 2004 (case C-415/02 Commission/Belgium), that the tax on stock exchange transactions due upon the subscription to new securities is contrary to European law. Therefore, as of 16 July 2004, the tax on stock exchange transactions due upon the subscription to newly issued securities was in principle no longer applicable. The programme-law of 27 December 2004 confirms the abolition of such a tax. A taxe sur les reports (tax on purchase transactions) at the rate of 0.085 per cent, (subject to a maximum of €500 per party and per transaction) will be due from each party to any such transaction in which a stockbroker acts for either party. However, neither of the taxes referred to above will be payable by exempt persons acting for their own account, including investors who are not Belgian residents and certain Belgian institutional investors as defined in article 126',2 of the Code des taxes assimilées au timbre (Code of taxes assimilated to stamp tax). Tax on the Physical Delivery of Bearer Securities The physical delivery of bearer Notes through a professional intermediary to Noteholders other than certain institutional investors with an establishment in Belgium as mentioned in article 159 paragraph 3 of the Code of Taxes assimilated to stamp tax, is subject to a tax at the rate of 0.6 per cent, of the value of such Notes. The European Court of Justice has stated, in its judgment dated 15 July 2004 (case C-415/02 Commission/Belgium), that the tax on the physical delivery of bearer securities due upon the subscription to new securities, is contrary to European law. Therefore, as of 16 July 2004, the tax on the physical delivery of bearer securities due upon the subscription to newly issued securities, was in

81 principle no longer applicable. The programme-law of 27 December 2004 confirms the abolition of such a tax.

2. Notes issued by Belgacom Finance Under existing Belgian law: (a) all payments under any Notes issued by Belgacom Finance made outside Belgium to non- residents of Belgium will be made free of any Belgian withholding tax; (b) any payments made by or on behalf of Belgacom in Belgium in the nature of guarantee payments should, in principle, not be subject to Belgian withholding tax but, in the absence of clear guidance in case law, the risk cannot be excluded that such payments would be characterised by the Belgian tax authorities as interest subject to withholding tax. The current rate of withholding tax on interest is 15 per cent, but can be reduced under a tax treaty; (c) in the event that Notes issued by Belgacom Finance are deposited with and held through Euroclear by a non-resident of Belgium, interest paid in Belgium to such non-resident investor will not be subject to Belgian withholding tax, provided that an attestation is filed by the investor with Euroclear certifying that (i) the depositor is a non-resident of Belgium, (ii) the Notes are not used for carrying on a business activity in Belgium and (iii) either the depositor or, if the depositor is not the legal owner or usufructor of such Notes, the beneficiary of the income meets the criteria in (i) and (ii) above; (d) non-resident holders of Notes issued by Belgacom Finance will be exempt from the 0.6 per cent, tax on the physical delivery of bearer securities upon withdrawal of the Notes from open custody with a professional intermediary within the meaning of Article 2, 9 and 10 of the law of 2 August 2002, as well as from the taxe sur les opérations de bourse (tax on stock exchange transactions) on any sale or purchase of Notes (provided they act for their own account), even if the Notes are cleared through Euroclear.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required, from 1st July, 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date.

82 SUBSCRIPTION AND SALE The Dealers have in an amended and restated Programme Agreement dated 20 December 2005 (the Programme Agreement), agreed with Belgacom Finance and Belgacom a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the Notes". In the Programme Agreement, Belgacom Finance and Belgacom have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that, it will not offer, sell or deliver Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in the preceding paragraph and in this paragraph have the meanings given to them by Regulation S under the Securities Act. Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption .from registration under the Securities Act. Each issue of Index Linked Notes and Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the relevant Issuer and the relevant Dealer shall agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.

European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State: (a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in

83 another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; (b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that: (a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the FSMA) by the relevant Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the relevant Issuer or in the case of Belgacom Finance, Belgacom; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

84 Belgium The offering is exclusively conducted under applicable private placement exemptions and therefore neither this Prospectus nor any other offering material related to the Notes has been or will be notified to, and neither this Prospectus nor any other offering material relating to the Notes has been or will be approved or reviewed by the Belgian Banking, Finance and Insurance Commission ("Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen" or "CBFA") nor has or will the CBFA comment as to their accuracy or adequacy or recommend the purchase of the Notes. Each Dealer represents and agrees that it will not: (a) offer to sell, resell, transfer or deliver, or to take any steps thereto, directly or indirectly, any Notes, and distribute or publish this Prospectus or any other material relating to the Notes or make an offering in a manner which would be construed as (i) a public offering under the Belgian Royal Decree of 7 July 1999 on the public character of financial transactions for sale or (ii) after its implementation in Belgium an offering to the public under Directive 2003/71/EC which triggers an obligation to publish a prospectus in Belgium. (b) sell, resell, transfer or deliver, any sell Notes to any person qualifying as a consumer within the meaning of Article 1.7 of the Belgian law of 14th July, 1991 on consumer protection and trade practices unless such sale is made in compliance with this law and its implementing regulation.

Luxembourg Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that it will not publicly offer or sell any Notes in Luxembourg except for Notes listed on the Luxembourg Stock Exchange and other Notes for which the requirements of Luxembourg law concerning public offerings of securities have been met.

General Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Obligors nor any of the other Dealers shall have any responsibility therefore. None of the Obligors and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer will be required to comply with such other additional restrictions as the relevant Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

85 GENERAL INFORMATION

Authorisation The establishment and update of the Programme and the issue of Notes by Belgacom Finance have been duly authorised by resolutions of the Board of Directors of Belgacom Finance dated 7th August, 1997 and confirmed on 29th April, 2002 and on 23rd March 2003, and the giving of the Guarantee by Belgacom in respect of Notes issued by Belgacom Finance has been duly authorised by a resolution of the Board of Directors of Belgacom dated 20th February, 1997. The addition of Belgacom as an Issuer under the Programme and the issue of Notes by it have been duly authorised by a resolution of the Board of Directors of Belgacom dated 28th October, 1999 which was confirmed and extended on 25th April, 2001.

Listing of Notes Application has been made to the CSSF to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange has allocated the following numbers to the Programme for listing purposes: for Notes issued by Belgacom Finance, number 12307 and for Notes issued by Belgacom, number 13268. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Directive 2004/39/EC on Markets in Financial Investments.

Documents Available For as long as the Programme remains valid with the Luxembourg Stock Exchange, copies of the following documents will, when published, be available from the registered offices of the Obligors and from the specified offices of the Paying Agents for the time being in London and Luxembourg: (a) the constitutional documents (with an English translation thereof) of Belgacom Finance and Belgacom; (b) the audited annual financial statements of Belgacom Finance in respect of the financial years ended 31st December, 2004, and 31st December, 2003 (with an English translation thereof), the audited non-consolidated financial statements of Belgacom in respect of the financial years ended 31st December, 2004 and 31st December, 2003 (with an English translation thereof), the audited consolidated financial statements of the Group in respect of the financial years ended 31st December, 2004 and 31st December, 2003 (with an English translation thereof); (c) the most recently published audited annual financial statements of Belgacom Finance (with an English translation thereof), the most recently published audited non-consolidated annual financial statements of Belgacom (with an English translation thereof), the most recently published audited consolidated annual financial statements of the Group (with an English translation thereof) and the most recently published unaudited consolidated semi- annual interim financial statements of the Group (with an English translation thereof); (d) the Programme Agreement, the Agency Agreement, the Domiciliary Agency Agreement, the forms of the Temporary Global Notes, the Permanent Global Notes, the Definitive Notes, the Receipts, the Coupons and the Talons, the Deed of Covenant and the Guarantee; (e) a copy of this Prospectus; (0 any future offering circulars, prospectuses, information memoranda and supplements including Final Terms (save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the relevant Obligor or the relevant Paying Agent, as the case may be, as to its holding and identity) to this Prospectus and any other documents incorporated herein or therein by reference; and (g) in the case of each issue of Notes admitted to trading on the Luxembourg Stock Exchange's regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document). As at the date of this Prospectus, Belgacom Finance does not publish interim financial statements. In addition, copies of this Prospectus, each Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange's regulated market and each document incorporated by reference are available on the Luxembourg Stock Exchange's website (www.bourse.lu).

Clearing Systems The Notes have been accepted for clearance through, in the case of Notes issued by Belgacom Finance, Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records) or, in the case of Notes issued by Belgacom, the X/N Clearing System. The appropriate Common Code and ISIN for each Tranche allocated by Euroclear and Clearstream, Luxembourg or, in the case of Notes cleared through the X/N Clearing System, the appropriate identification number, will be specified in the relevant Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the relevant Final Terms. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

Conditions for determining price The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change There has been no significant change in the financial or trading position of Belgacom Finance, Belgacom or it subsidiaries since 31st December, 2004 and there has been no material adverse change in the financial position or prospects of either Belgacom Finance, Belgacom or its subsidiaries as a whole since 31st December, 2004.

Litigation None of Belgacom Finance, Belgacom and any of Belgacorn's subsidiaries (whether as defendant or otherwise) is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Belgacom Finance or Belgacom and its subsidiaries are aware) in the 12 months preceding the date of this document the results of which have or have in such period had a significant effect on the financial position or profitability of Belgacom Finance, Belgacom or Belgacom and its subsidiaries.

Auditors The auditors of Belgacom are (a) Ernst & Young Réviseurs d'Entreprises S.C.C.R.L. (represented by Ludo Swolfs, also Chairman of the Board of Auditors) members of the Institut de Réviseurs d'Entreprises in Belgium, (b) Romain Lesage (Commissaire), Member of the Court of Auditors in Belgium, (c) Pierre Rion (Commissaire), Member of the Court of Auditors in Belgium and (d) Callens, Guevar, Van Impe & Co S.C.C.R.L., represented by Herman Van Impe (Commissaire), together the Board of Auditors, who have audited the non-consolidated financial statements of Belgacom without qualification, in accordance with generally accepted auditing standards in Belgium for each of the two financial years ended 31st December, 2003 and 31st December, 2004. The auditors of Belgacom Finance are Ernst & Young, Société Anonyme of Rue Richard Coudenhove, L-1359 Luxembourg Kirch berg, members of the Institut des Réviseurs d'Enterprises in Luxembourg, who have audited the non-consolidated financial statements of Belgacom Finance

87 without qualification, in accordance with generally accepted auditing standards in Luxembourg for each of the two financial years ended 31st December, 2003 and 31st December, 2004. The auditors of the Group are Ernst & Young, Réviseurs d'Entreprises S.C.C., of Avenue Marcel Thiry 204, Marcel Thirylaan 204, 1200-Brussels, members of the Institut des Réviseurs d'Entreprises in Belgium, who have audited the consolidated financial statements of the Group without qualification, in accordance with generally accepted auditing standards in Belgium for each of the two financial years ended 31st December, 2003 and 31st December, 2004.

Post-issuance information The Issuer does not intend to provide any post-issuance information in relation to any underlying assets.

Dealers transacting with Bcgacom Finance and Belgacom Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to Belgacom Finance, Belgacom and their affiliates in the ordinary course of business. BELGACOM FINANCE S.A. BELGACOM, S.A. DE DROIT PUBLIC 65, Avenue de la Gare 27 Boulevard Roi Albert 11 L-1611 Luxembourg B-1030 Brussels

ISSUING AND PRINCIPAL PAYING AGENT

Citibank, N.A. 5 Carmelite Street London EC4Y OPA

PAYING AGENTS Fortis Banque Luxembourg S.A. The Bank of New York 50 Avenue J. F. Kennedy Avenue des Arts 35 L-2951 Luxembourg Kunstlaan B-1040 Brussels

DOMICILIARY AGENT Fortis Bank N.V. Montagne du Parc 3 1000-Brussels

LEGAL ADVISERS To Belgacom as to Belgian law To Belgacom Finance as to Luxembourg law Freshfields Bruckhaus Deringer Arendt & Medernach Place du Champ 14, rue Erasme de Mars 5 L-2010 Luxembourg Marsveldplein 5 1050 Brussels

To the Dealers as to English law Allen & Overy LLP One New Change London EC4M 9QQ

AUDITORS To Belgacom To Belgacom Finance Ernst & Young, Réviseurs d'Entreprises S.C.C. Ernst & Young, Société Anonyme Avenue Marcel Thiry 204 Rue Richard Coudenhove Marcel Thirylaan 204 L-1359 Luxembourg Kirchberg 1200-Brussels

89 DEALERS

Citigroup Global Markets Limited J.P. Morgan Securities Ltd. Citigroup Centre 125 London Wall Canada Square London EC2Y 5AJ Canary Wharf London E14 5LB

Morgan Stanley & Co. International Limited UBS Limited 25 Cabot Square 1 Finsbury Avenue Canary Wharf London EC2M 2PP London E14 4QA

ABN AMRO Bank N.V. BNP Paribas 250 Bishopsgate 10 Harewood Avenue London EC2M 4AA London NW1 6AA

Dresdner Bank Aktiengesellschaft Fortis Bank Jürgen-Ponto-Platz l Montagne du Parc 3 60301 Frankfurt am Main B-1000 Germany Brussels Belgium

ING Bank N.V. KBC Bank Foppingadreef 7 Havenlaan 2 1102 BD Amsterdam B-1080 Brussels The Netherlands Belgium

LUXEMBOURG LISTING AGENT Fortis Banque Luxembourg 50 Avenue J. F. Kennedy L-2951 Luxembourg

90 imprima de bussy — C92913