BELGACOM, S.A. DE DROIT PUBLIC (Incorporated with Limited Liability in Belgium) EUR2,500,000,000 Euro Medium Term Note Programme

Proof 2: 23.9.10

PROSPECTUS 24 September 2010

BELGACOM, S.A. DE DROIT PUBLIC (incorporated with limited liability in Belgium) EUR2,500,000,000 Euro Medium Term Note Programme

On 3 April 2000, Belgacom, S.A. de droit public became an issuer (the Issuer) under the U.S.$1,000,000,000 Euro Medium Term Note Programme (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 Ofﬁcial List of the Luxembourg Stock Exchange, for a period of one year from the date of publication. Any Notes (as 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 the Programme, the Issuer may from time to time issue notes (the Notes) denominated in such currency and on such terms as may be agreed between the Issuer (as deﬁned below) and the relevant Dealer (as deﬁned below).

The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR2,500,000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as described herein. A description of the restrictions applicable at the date of this Prospectus relating to the maturity of certain Notes is set out on page 20.

The Notes may be issued on a continuing basis to one or more of the Dealers speciﬁed on page 20 and any additional Dealer appointed under the Programme from time to time, 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 case 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) to approve this document as a base prospectus in its capacity as competent authority under the Luxembourg act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) which implemented Directive 2003/71 EC of the European Parliament and of the Council of the European Union (the Prospectus Directive) in Luxembourg. Such application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year (any such notes, Short Term Notes). Short Term Notes do not fall within the scope of the Prospectus Directive or Part II of the Prospectus Act 2005 and do not benefit from the passporting provisions of the Prospectus Directive, as further described in the section headed ‘‘Subscription, Sale and Transfer Restrictions’’ for selling restrictions relating to Short Term Notes. Application has also been made to the CSSF to approve this document as a base prospectus within the meaning of Part III, Chapter 1 of the Prospectus Act 2005 in respect of Short Term Notes. In addition application has been made to the Luxembourg Stock Exchange for Notes (other than Short Term Notes) issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg stock exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under ‘‘Terms and Conditions of the Notes’’) of Notes will be set forth in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be filed with the CSSF.

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.

Each Tranche of Notes 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 under ‘‘Summary of the Programme and Terms and Conditions of the Notes’’ under ‘‘Selling Restrictions’’) and will be issued in dematerialised form.

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 to 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 hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

The Issuer 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 effect of the agreement reached in relation to such Notes. Arranger Citi Dealers Barclays Capital BNP PARIBAS Citi Deutsche Bank HSBC ING Commercial Banking JPMorgan KBC Bank NV Morgan Stanley Nomura The Royal Bank of Scotland UBS Investment Bank This document constitutes (1) for the purposes of article 5.4 of the Prospectus Directive, a base prospectus for Belgacom (as deﬁned below) in respect of Notes (other than the Short Term Notes) to be issued by Belgacom under the Programme and (2) a base prospectus falling within the scope of Part III, Chapter 1 of the Prospectus Act 2005 in respect of the Short Term Notes (together, the Prospectus).

Any person (an Investor) intending to acquire or acquiring any Notes from any person (an Offeror) will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Prospectus and any Final Terms will not contain such information. The Investor must look to the Offeror at the time of such offer for the provision of such information. The Issuer has no responsibility to an Investor in respect of such information. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of the Domiciliary Agent (as defined below).

In this Prospectus, references to the Issuer are to Belgacom, as the issuer or intended issuer of Notes under the Programme 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 to 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 Issuer 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 Issuer in connection with the Programme. No person is or has been authorised by the Issuer 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 the Issuer 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 the Issuer 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 Issuer. 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 the Issuer 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 the Issuer 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 the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) or any U.S. State securities laws 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, or for the account or benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction (see ‘‘Subscription and Sale’’).

2 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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. Neither the Issuer nor any of 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 Issuer or any of the Dealers which is intended to permit a public offering of any Notes 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 the United Kingdom and Belgium) and Japan (see ‘‘Subscription and Sale’’). This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. All references in this document to U.S. dollars, U.S.$, USD and $ refer to United States dollars. In addition, all references to EUR, euro and d refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

RESPONSIBILITY STATEMENT

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to 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.

3 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK TABLE OF CONTENTS

Page Summary of the Programme ...... 5 Risk Factors ...... 8 Overview of the Programme...... 20 Documents Incorporated by Reference...... 23 Form of the Notes...... 24 Applicable Final Terms ...... 25 Terms and Conditions of the Notes...... 41 Use of Proceeds ...... 58 Description of Belgacom, S.A. de droit public ...... 59 Taxation ...... 87 Subscription and Sale ...... 90 General Information...... 93

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 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 or over-allotment 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. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

4 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK SUMMARY OF THE PROGRAMME

This summary must be read as an introduction to this Prospectus and any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to the Responsible Persons in any such Member State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Words and expressions defined in ‘‘Form of the Notes’’ and ‘‘Terms and Conditions of the Notes’’ shall have the same meanings in this summary. Issuer: Belgacom, S.A. de droit public (a company having made a public call on savings) (Belgacom or the Issuer) Risk Factors: There are certain factors that may affect the Issuer’s ability to fulfil its obligations under Notes issued under the Programme. These are set out under ‘‘Risk Factors’’ below and include risks relating to the Group’s business, risks related to Belgacom’s ownership by the Belgian state and risks relating to regulatory matters. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under ‘‘Risk Factors’’ and include the fact that the Notes may not be a suitable investment for all investors, certain risks relating to the structure of particular Series of Notes, risks related to the Notes and the trading market and to the market generally, risks related to the Notes generally and the risk that legal investment considerations may restrict certain investments and certain market risks. Programme Size: Up to EUR2,500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer 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. Form of Notes: Notes will be issued in dematerialised form (‘‘gedematerialiseerd/ de´mate´rialise´’’) and no Notes in bearer or registered form (whether in the form of a Global Note or a Definitive Note) may be issued. Terms of Notes: 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. Notes may be denominated in any agreed currency and with any agreed maturity, subject to any applicable legal or regulatory restrictions and any requirements of the relevant central bank (or equivalent body) and of the X/N System. The terms of the Notes will be specified in the applicable Final Terms. The following types of Note may be issued: (i) Notes which bear interest at a fixed rate or a floating rate; and (ii) Notes which do not bear interest. Interest periods, rates of interest and the terms of and/or amounts payable on redemption may differ depending on the Notes being issued and such terms will be specified in the applicable Final Terms. 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

5 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders. The terms of any such redemption, including notice periods, any relevant conditions to be satisfied and the relevant redemption dates and prices will be indicated in the applicable Final Terms. 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. The Notes will be issued in such denominations as may be agreed between the 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, 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 c1,000 (or, if the Notes are denominated in a currency other than 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 by any Tax Jurisdiction as provided in Condition 7. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances provided in Condition 7, be required to pay additional amounts to cover the amounts so deducted. Negative Pledge: The terms of the Notes will contain a negative pledge provision pursuant to which the Issuer agrees not to create any Security Interest (other than in the circumstances set out in Condition 3 (a) to (h)) 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 and all amounts payable in respect thereof as further set out in Condition 3. Events of Default: The terms of the Notes will contain, amongst others, the following events of default: (a) default in payment of any principal or interest due in respect of the Notes, continuing for a specified period of time; (b) non-performance or non-observance by the Issuer of any of its other obligations under the Terms and Conditions continuing for a specified period of time; (c) a cross-default in respect of any indebtedness for money borrowed by the Issuer or any guarantee of any such indebtedness, in each case amounting in aggregate to at least U.S.$30,000,000, with the understanding that the provision is not triggered if the Issuer 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 the Issuer. As at the date hereof, the Issuer has 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 in the issued share capital of the Issuer; and

6 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (d) events relating to the insolvency or winding up of the Issuer. Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the 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 Issuer, from time to time outstanding. Use of Proceeds: The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes, which include making a profit. If, in respect of any particular issue there is a particular identified use of proceeds, this will be stated in the applicable Final Terms. Rating: The Programme has been rated by Standard & Poor’s (as defined in Risk Factors) and by Moody’s (as defined in the Risk Factors). The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. 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 Official List of 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 and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and construed in accordance with, Belgian law or, if so specified in the applicable Final Terms, English 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 and Belgium) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see ‘‘Subscription and Sale’’. United States Selling Restrictions: Regulation S, Category 2. Notes will be issued in compliance with TEFRA C.

7 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK RISK FACTORS

The Issuer 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 the Issuer is not 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. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered signiﬁcant risks by the Issuer based on information currently available to them or which they may not currently be able to anticipate. 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.

Risks Related to the Group’s Business Belgacom’s operating income and net profit may decline if growth in the Belgian telecommunications market continues to slow down. Belgacom’s primary business is the provision of information communication technology (ICT) services in Belgium and Europe both for the consumer and professional market segments. The majority of Belgacom’s revenues is derived from Belgium or from Belgian customers, and Belgacom’s future revenues and profitability are dependent in substantial part on the growth of the Belgian telecommunications/ICT market and the evolution of average telecommunications spending by Belgian customers. According to Belgacom’s estimates based on market research data, the value of the consumer market (residential customers) for 2010 is approximately EUR 5 billion expected to display a compound annual growth rate of approximately 1.1% (over the period 2011-2015). The telecommunications industry in Belgium is highly developed. As of March 31 2010 residential fixed- line penetration in Belgium was approximately 74% in terms of households, broadband 55%, digital television 47% and mobile penetration based on active customers was around 109% of the total population. The value of the professional segment (professional customers) can be estimated at around EUR 10.9 billion for the IT and Telecom domains, forecasted to display a compound annual growth rate of 2.6% (over the period 2011-2015). Future revenue growth is likely to be dependent upon growth in advanced data, digital television, IT and commercial take-up of new services. The market for IT solutions is exposed to economical evolution and substantial economic downturn could impact the IT budget of global and local accounts leading to the reduction, or postponement of planned investments which might influence the foreseen growth in this business line. The persistent strong competition in Belgium’s fixed line market from Fixed Voice challengers and from Mobile operators pushing their ‘cut the fixed line’ strategy may result in loss of market share. 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 1 January 1998, Belgacom has faced increasing competition from other Belgian fixed-line operators; mainly cable operators who are bundling voice with their broadband access and television services. The emergence of a new form of competition, represented by competitors offering rich communication services through the internet cloud is adding an additional layer of telecommunications competition to the classical telecommunications business. 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 Group will be successful in offsetting the expected decline in voice revenue. Increasing competition as well as changes in the regulatory environment could affect tariff levels and future market share in Belgacom’s fixed-line business which could cause its growth rates, operating revenue and net profit to decline.

8 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Belgacom 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, Mobistar and BASE. As of 31 March 2010, Belgacom had a market share of 42.2% (based on active customers, whereby an active customer is a customer that has made at least one call or sent or received at least one text message during the last three months). With mobile penetration growth slowing down in the Belgian market, the introduction of mobile number portability since October 2002 and the launch of Service providers/reseller (initially on BASE’s network, today on all three networks), competition in the mobile communication services market in Belgium is still intensifying and is expected to continue to increase. A fourth 3G mobile licence could be awarded in the near future and the cable operator Telenet has expressed interest in reinforcing their quadruple play strategy (i.e. combining a triple service of broadband Internet access, television and telephone with wireless service provisions). Competition could also result in the continuation of the reduction of the mobile tariffs and the market share of Belgacom and could increase customer acquisition and retention costs. These factors could have a negative effect on operating revenue and net profit. Other threats could materialize and impact negatively the mobile business evolution such as mobile voice over IP and further regulatory pressure on voice, SMS and data roaming. If the penetration and usage of existing and new data services are lower than expected, Belgacom’s average revenue per user (‘‘ARPU’’) could decline. One of Belgacom’s strategic initiatives is to compensate voice ARPU erosion by developing advanced data services such as mobile internet and mobile mail. Belgacom’s future ARPU growth is heavily dependent on an increase in data penetration, voice usage, existing and new data services, as well as on the development of new and commercially viable products and services. If data services do not gain wider acceptance or grow more slowly than expected in Belgium, or if the data services of Belgacom’s competitors gain wider acceptance than similar services from Belgacom, operating revenue and net profit could decline. Similarly, if the success of mobile data results in massive handset subsidies, the profitability of this line of business could decline. 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. Future growth in broadband penetration is linked to personal computer (‘‘PC’’) penetration in Belgium. As of 31 March 2010, Belgium had a PC penetration rate of approximately 71% 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 and could lead to saturation. Competition from cable broadband is intense, especially in the northern part of Belgium and increased competition in the southern part may put pressure on tariffs for Asymmetric Digital Subscriber Line (‘‘ADSL’’) access and services. Regulation 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. Broadband technology evolution is putting other licensed operators (OLOs) in a difficult situation and generating product migration towards higher capacity for lower priced products which could result in lower revenues in the wholesale division. Due to the significant infrastructure competition and tendency towards bundled markets wholesale revenues might come under pressure due to diminishing OLO market shares. Regulated wholesale prices might further decrease to support the OLO market, thus having a negative effect on wholesale revenues. Revenues from capacity products (leased lines) are under pressure following migration towards higher capacity solutions for lower price (Ethernet solutions). Some of the Group’s fixed and mobile tariffs are, as well as regulated technical offers, subject to approval by the BIPT which may limit the Group’s 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.

9 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK The Group’s tariffs for regulated wholesale services including interconnection, local loop unbundling, bitstream access, and wholesale leased lines are subject to the prior approval of the BIPT (as defined below). BIPT’s fixed interconnection (termination and collection) rates have been stabilized for the period 2008-2010. The BIPT has started the process of developing a new next generation network (‘‘NGN’’) cost model including all building blocks of the network and for the definition of wholesale regulated prices in particular, the fixed termination rates over the period 2011-2013. The outcome of this evaluation could cause a downward pressure on prices. Asymmetry of the fixed interconnection rates with Telenet and Versatel has decreased substantially. These operators were previously authorised to charge substantially higher rates, but the BIPT decided to use a transition mechanism based on a glide path leading to a substantial decrease of the asymmetry over the period 2007-2009. Since 1 January 2009, the difference with the Belgacom interconnection rates is 15% for all operators. There are still court cases pending regarding this asymmetry. The outcome is expected in 2011. In 2008, the BIPT set new prices for the regulated wholesale leased lines (partial leased lines) which caused important price decreases. In 2009, the BIPT has considered that there was no price squeeze between the wholesale Ethernet services and the retail prices. The BIPT intends to renew its review of the prices for wholesale leased lines based on a new NGN cost model that they will develop in 2010 with the assistance of a consultant. The outcome of this analysis could cause a downward pressure on prices. In August 2010, the BIPT has lowered by approximately 20% the tariffs for the unbundling of the local loop (BRUO). The new prices place Belgium at the low EU end for full unbundling and Belgacom will be appealing this BIPT decision. The monthly price of shared access is already one of the cheapest in Europe. The BIPT intends to renew its review of the prices of BRUO in the first half of 2011 based on a new NGN cost model that they will develop in 2010 with the assistance of a consultant. Further decreases in tariffs are not excluded as outcome of this analysis. The BIPT has extended Belgacom’s access obligations under regulated terms and conditions to ADSL2+ (which is a variant of ADSL that extends the capability of basic ADSL by doubling the number of downstream bits) and VDSL2 (which is a variant of VDSL that is the most recent and advanced standard of DSL broadband wireline communications) obliging Belgacom to take investments and industrial risks to the benefit of the alternative operators. On 2 August 2010, the BIPT adopted a decision on the monthly rental of VDSL2 bitstream. This price applies a 15% mark- up on the fibre investments for the additional related business risks. These VDSL2 bitstream prices will be at lower end of EU benchmark. The BIPT intends to renew its review of this price in the first half of 2011 based on a new NGN cost model that they will develop in 2010 with the assistance of a consultant. The outcome of this analysis does not exclude further decreases. Any action by the BIPT that delays, denies or requires a change in wholesale pricing (level or structure) could result in loss of revenue and have a material adverse effect on the Group’s operating revenue and net profit. There can be no assurance that such modifications would allow the Group to fully recover its costs or would not materially limit the Group’s ability to make a profit from its services. In June 2008, Belgacom presented to the BIPT its plans concerning NGN/NGA roll out, including the exit and sale of 65 technical buildings over the period 2013-2018. If the BIPT makes further requests of Belgacom concerning the phasing out of MDF/buildings, Belgacom’s plans could be delayed or may result in additional costs for Belgacom. The BIPT is also imposing strict operational timers and tracks performance. The BIPT has also stated that an improvement of the quality of the wholesale services of Belgacom is one of their priorities. Failing to respect the terms could result in fines or increased regulatory pressure leading to reinforcement of its non-discrimination obligation. In addition, there has been increased attention from the BIPT and the competition authority on price squeeze tests (verification of margin between wholesale and retail prices) and discount policy that might constrain pricing flexibility. In May 2009, the Belgian Competition Council fined Belgacom EUR 66.3 million for abuse of its dominant position during the period 2004-2005. This ruling is the conclusion of a case initiated by BASE in 2005, alleging abusive pricing practices on the corporate market. In particular, Belgacom is blamed for a price squeeze by having applied retail ‘‘on-net’’ (Proximus-to-Proximus) tariffs lower than its mobile termination rates for the period 2004-2005. The

10 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Group was obliged to pay the fine prior to 30 June 2009. Belgacom filed an appeal against the ruling of the Competition Authority with the Court of Appeal of Brussels. Fixed to mobile calls are also subject to a strict BIPT control on excessiveness and reflection of the MTR decreases. 100% of the MTR decreases must be fully passed on to the customers on the same day as the decrease. On 25 July 2008, the BIPT imposed a fine of EUR 3.09 million on Belgacom for not having fully reflected the past decreases of the mobile termination rates in the fixed to mobile tariffs. Belgacom filed an appeal against this decision and had not yet paid the fine as the case is still pending. Bundlings are currently permitted in the e-communications sector but Belgacom’s freedom could be limited in markets where Belgacom has been identified as a significant market power (SMP). A new law aimed at implementing the European framework in connection with the joint offers as interpreted by the European Court of Justice has fully deregulated the joint offers in Belgium and made this specific regulation in the telecommunications sector likely obsolete. This could result in a modification of the marketing strategy of the operators (including the subsidization of the terminals by the operators). Future fixed-mobile convergent services could also be subject to regulatory constraints. The first Roaming Regulation (limited to voice calls) that entered into force in June 2007 imposed price caps on wholesale and retail tariffs in mid-2007, mid-2008 and mid-2009. These price caps impact the revenue of Belgacom. On 1 July 2009, the European Roaming II Regulation amending the first Regulation of June 2007 entered into force. Additional reductions in voice roaming charges (retail and wholesale prices) have been introduced for 2010 and 2011. A retail and a wholesale cap were set for SMS roaming from 1 July 2009 for outgoing SMS. Data roaming services are also regulated at wholesale level based on a price cap (calculated on a kilobyte basis), to be decreased gradually in three steps from 1 July 2009 until the end of the regulation. The Regulation will expire on 30 June 2012. A further pressure on roaming prices is not excluded as the Commission considers that the difference between roaming and national tariffs should approach zero by 2015. The three mobile operators (Belgacom, Mobistar and BASE) have appealed the BIPT decision of 29 June 2010 setting the glide path for the mobile termination rates (MTR) for the period 2010- 2013. The two other operators contest the glide path in itself whilst Belgacom has appealed to protect its interest in the event of successful appeal by the other operators. The three mobile operators reserve their rights to claim retroactive payment of the higher rates applicable before this decision. If the European authorities or the BIPT were to order additional reductions of Belgacom’s fixed-line or mobile 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. Belgacom depends on the reliability of its networks, and a system failure or a breach of its 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 and data market grows less than expected, voice margins in Belgacom International Carrier Services (‘‘BICS’’) segment could decrease. In the international carrier services market, Belgacom anticipates that growth in the voice transit market will be mainly 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

11 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK growth rate, operating revenue and net profit could come under pressure. In addition, BICS has been taking a leading role in the growing international mobile data market, therefore a slowdown in the growth of this market might affect the growth profile of the International Carrier Services. Actual or perceived health risks or other problems relating to mobile handsets or base stations could lead to a decrease of 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. 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. There is no convincing scientific evidence to date of any link existing between the use of mobile phones and a negative effect on health. 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 increases. 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, 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 jurisdiction and tax assessment The Belgian tax authorities notiﬁed a foreign subsidiary of the Group in 2007 to be considered as a tax resident of Belgium rather than of Luxembourg and therefore subject to Belgian corporate income tax for the year 2004. In 2008, the Belgian tax authorities maintained their 2004 assessment and assessed the Belgian corporate tax for the subsequent years 2005 and 2006. Belgacom ﬁled an appeal against these assessments.

Risks Related to Regulatory Matters Future changes in the European and Belgian communications laws or the powers and organization of the Federal and Community’s regulators could affect Belgacom’s business. Belgium has implemented the 2003 European framework concerning regulation of electronic communications networks and services in the e-communications law of 13 June 2005. However certain additional legislation measures have not yet been adopted to activate important provisions of this law. This 2003 framework has given the Belgian regulatory authorities a significant degree of flexibility to impose regulatory obligations on operators with significant market power in order to remedy market failures in certain markets. The BIPT has finalized the first round of the analysis of the markets identified in the Commission Recommendation of 2003 on relevant markets (except the roaming market now covered by the EU Regulations of 2007 and 2009 and the broadcasting market) and has started the second round analysis. Belgacom cannot predict which obligations will be removed or added as a final outcome of this second round. (see Regulation as defined below). The European Commission was required to review the functioning of the directives that were part of the 2003 framework by end of July 2006. This review led to the adoption of a new EU regulatory framework in November 2009 (2009 Framework). The scope and general principles of the revised regulatory framework did not change significantly. It allows NRAs (as defined below) to impose the same ex ante regulatory obligations on operators with Significant Market Power (SMP) at

12 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK the wholesale level as it currently does and adds functional separation1 as a new remedy that can be imposed only as an ‘‘extraordinary measure’’ subject to prior agreement of the Commission and provided that a range of conditions are met, in particular ‘‘a reasoned assessment that there is no or little prospect of infrastructure-based competition’’. At the retail level, there are no changes to the current non-exhaustive list of ‘‘appropriate’’ retail remedies. The principle continues to apply that NRAs can impose SMP obligations at the retail level only where wholesale obligations would not result in effective competition. The scope of the basic Universal Service Obligation (USO) does not change. Broadband is not explicitly covered by this basic USO but the European Commission has carried out a public consultation on the future of the universal service which closed on 7 May 2010 with the results expected by the end of 2010. The consumer protection measures are reinforced. (see ‘‘Regulation’’ below for further details). The new package must be transposed by Member States into national legislations by 25 May 2011. Belgacom cannot predict when such federal and regional legislation will be enacted or when 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 the effect on Belgacom’s business of subsequent changes in the law or regulations other than those required to implement the new EU framework. In December 2009, the Belgian Government approved a draft law aimed at improving consumer protection rules in the telecommuncations sector. However, the draft law was not tabled before Parliament given the early resignation of the Government and the dissolution of the Parliament in May 2010. Belgacom cannot anticipate whether or when this new law will be adopted and which obligations will be imposed. The Ethical Commission that was created by the Law of 13 June 2005 on electronic communications has prepared an Ethical Code concerning calls and messages to VAS (SMS and voice). The Royal Decree that will transform this Ethical Code into a binding frame is expected to be handed down during the second half of 2010. The Code is far-reaching and could have an important operational and financial impact on the VAS business. As a consequence of the increased obligations, fewer service providers could remain on the market and subscribe to the VAS services. It is not yet clear whether modifications will still be made to the document before it is enacted by Royal Decree. Under the Belgian constitutional regime, telecommuncations fall within the competency of the Federal State while matters relating to broadcasting are considered cultural matters falling under the competency of the ‘‘Communities’’ (Flemish, French-speaking and German-speaking communities). As a consequence, when a network or service relates to telecommunications and broadcasting, both the federal authorities and the relevant Communities are competent. A cooperation agreement between the Federal Government and the Communities’ Governments to allow the regulation of these common networks entered into force on 19 September 2007. These regulators intervene with increasing frequency in the decision making process linked to the market analysis. Belgacom cannot predict whether there will be changes in the Belgian constitutional framework. BIPT’s powers were extended by a law of 19 May 2009. The BIPT can now impose fines without a formal notice procedure even when the operator has become compliant in the interim. The maximum cap of EUR 12.5 million for the fine was removed but the cap of 5% of annual relevant turnover was retained. BIPT can also make retroactive decisions to correct decisions that have been annulled by a court. 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 proceedings with or before the BIPT and the Belgian Competition Council concerning regulatory and competition matters. Adverse decisions in some or all of these proceedings could cause Belgacom’s operating revenue and net profit to decline. (see ‘‘Litigation’’). 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 Group being subject to parallel proceedings and conflicting decisions on the same issues.

1 Functional separation would mean that a vertically integrated undertaking is required to place activities related to the wholesale provision of its access network products in an independently operating business unit which must supply those access products and services to all undertakings, including other downstream business units on the same terms and conditions.

13 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK The Belgian Competition Council has 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 (as defined below). 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 multiple forums on the same issue. There can be no assurance that the Belgian Competition Council, the BIPT and the Belgian courts will reach consistent conclusions on identical or similar issues. Such uncertainty can lead to potentially conflicting compliance obligations being imposed on the Group and forum shopping by potential litigants. Belgacom cannot predict the effect of the consequences of these overlapping powers 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 increased 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 of government policies on the Group’s operations. If regulators decide to expand restrictions and obligations applicable to the Group’s business operation 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, Belgacom provides to or obtains from other carriers what is commonly referred to as least-cost routing. The use of least-cost routing mechanisms has not been universally accepted by regulatory authorities and should the use of lease-cost routing mechanisms be limited or terminated by a substantial number of countries where Belgacom does business, Belgacom International Carrier Services’ operating revenue and net profit could be materially adversely affected. Cable operators have been excluded from the unbundling and bitstream markets and from the scope of regulation despite their remaining monopoly on the analogue cable television. This distorts competition in the broadband and TV markets. The Belgian regulators at federal and regional levels are reviewing regulatory options for the coming years and both access to the cable networks and access to the broadcast functionalities of the Belgacom network are being studied. Belgacom cannot predict the outcome of this review.

Network related risks Belgacom is currently moving to a next generation network based on IP and new technologies. The main risk for Belgacom regarding the move to IP technologies relates to delays in the migration process and lack of suitability of some of the alternative solutions for the market. The efficiency of the migrations and of the out-phasing of legacy technologies depends on the competitors’ willingness to eventually migrate towards the proposed solutions. Those risks exist, even though incentives are created to convince the competitors of the benefits that moving to an IP based network will bring both for the operators and the final users. If the BIPT makes further requests of Belgacom concerning phasing out of MDF/buildings, Belgacom’s plans could be delayed or may result in additional costs for Belgacom. Fiber to the home (FTTH) and fiber to the building (FTTB) technologies are currently not included in the scope of the Belgian regulation as no such network has been developed commercially by the operators. The risk may derive from an insufficiently transparent and stable regulatory framework. Belgacom expects the fibre to be integrated in the LLU/Bitstream access obligations when it becomes relevant on the market. The risk could be generated if wholesale prices are set too low, not accurately reflecting and remunerating the FTTH and FTTB investment. Belgacom considers that all the potential issues related to net neutrality (e.g. discrimination) are already fully covered by current legal and regulatory European framework (general non discrimination law/ex-ante European regulatory framework). However a broad and dogmatic application of the neutrality rule could create a risk for Belgacom if this translates to a lack of ability of Belgacom to manage its network in order to avoid congestions, with quality loss on services as a result. In the markets analysis that regulators will conduct in the near future, they may impose regulation on Belgacom’s TV platform which could lead to an obligation to provide access to

14 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Belgacom’s IPTV services for competitors. Such an obligation might put pressure on the TV revenues and business case and create risks for the network capacity and TV platform. The BIPT has proposed to withdraw the Wholesale Line Rental (WLR) obligation for Public Switched Telephone Network (PSTN) services. However, in June 2010, the BIPT launched a consultation on a proposal to introduce a WLR like obligation for VoIP. BIPT refers to Belgacom’s plan to move the current voice network to an IP based network. The introduction of WLR would imply important investment cost for Belgacom.

Risks related to numbering The Electronic Communications Committee (ECC) numbering and network working group of the European Conference of Postal and Telecommunications Administrations (CEPT) organization published in July 2010 some consultations about numbering which may inﬂuence decision making in all European countries. These reports for public consultation until 15 October 2010 on numbering issues concern: M2M (machine to machine numbering to cope with future demand), the timing of NP processes and the Geographic Numbers usage (promotion to drop the geographic number zones which has an important impact for Belgacom’s network and systems). In particular the document concerning NP relates to the one-day requirement in the European Directives, which may be used in the framework of the transposition to national law. The CEPT does not exclude an interpretation where NP should be possible from a customer point of view in one day from demand until execution.

Risks related to spectrum Belgacom’s 2G license was extended until 2015 and Belgacom was required to pay an additional fee for this extension (see ‘‘Regulation’’ below). The current framework foresees successive extension periods. It must be noted that the former Government indicated a willingness to modify this regime in anticipation of a specific duration for the next extension in order to align the date of the end of this extension with the date of the end of the UMTS licenses. This modification would be aimed at facilitating in 2021 a reorganization of the frequencies. According to the Government’s plans, the fourth UMTS license not granted in 2001 would be auctioned in 2010. The final conditions for this license have not been adopted and the timing and conditions imposed to the new entrant for the auction is currently unclear. The Government also intends to auction the 4G spectrum between 2500 MHz and 2690 MHz. The conditions of this auction have not been finally approved and the timing is uncertain. The price required to get sufficient spectrum for LTE operations and the amount of spectrum per operator are also unclear. The European authorities seek to harmonize the use of the Digital Dividend, but the final decision is the responsibility of the Member States. In Belgium, this spectrum is managed by the Communities. The assignment conditions could differ significantly between the Communities. This could result in operational complexity and additional costs incurred by Belgacom.

Risks relating to universal service Belgacom has not yet received any compensation from the USO fund in relation to its social tariffs as a consequence of the European Commission’s referral of the draft legislation relating to the USO to the European Court of Justice (ECJ) (as further detailed in the ‘‘Regulation’’ section below). On 22 June 2010, the advocate-general (AG) of the ECJ sent its recommendations to the ECJ. The ﬁnal decision of the ECJ is expected to be issued in the second half of 2010. The decision will determine Belgacom’s entitlement to compensation for the cost of social tariffs starting from mid- 2005. If the outcome is positive, Belgacom will receive compensation from mid-2005, if the outcome is negative, then no compensation will be provided without further action being taken by the Belgian authorities.

Risks Related to Belgacom’s Ownership by the Belgian State Belgacom could be inﬂuenced by the Belgian State whose interest may not always be aligned with the interests of Belgacom’s other shareholders. Following the IPO in March 2004, The Belgian State held 50% plus one of Belgacom’s ordinary shares and voting rights. At 31 July 2010, the Belgian State owned 53.51%. 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

15 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 voting rights attached to its shareholding, the power to dismiss all the directors of Belgacom 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 Belgacom. 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 Belgacom’s other shareholders. As an autonomous public sector enterprise, Belgacom is governed by the Law of 21 March 1991 as amended (the ‘‘1991 Law’’), which differs in certain respects from the laws applicable to other Belgian commercial companies. Belgacom is an autonomous public sector enterprise that has adopted the legal form of a limited liability company under Belgian public law and therefore is also governed by certain provisions of Belgian public and administrative law. The interaction between the laws applicable to all private limited liability companies and the specific public and administrative law provisions and principles has in the past presented and may continue to present difficulties of interpretation and may give rise to legal uncertainties for Belgacom. A large number of Belgacom’s employees are statutory employees who benefit from substantially higher protection against dismissal than that applicable to ordinary private sector employees. A majority of Belgacom employees are employed under an administrative law, which is comparable to that applicable to civil servants and only allows dismissals in limited and exceptional circumstances. This situation may restrict Belgacom’s ability to improve efficiency and increase flexibility to levels comparable to those of its competitors.

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 & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc. (‘‘Standard & Poor’s’’) and by Moody’s Investor Service, Inc. Belgacom’s current corporate credit rating by Standard & Poor’s is A (outlook stable) and Moody’s (‘‘Moody’s’’) has assigned a credit rating of Aa2 (outlook negative). 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

16 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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.

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. 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. 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

17 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 European Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (Savings Directive), each Member State is required to provide to the tax authorities of another Member State details of payment of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, 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 adopted similar measures (a withholding system in the case of Switzerland). On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission’s advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. The European Parliament expressed its opinion on the proposal on 24 April 2009 and the Council adopted unanimous conclusions on 9 June 2009 relating to the proposal. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above. If 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. The Issuer is 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 are governed by Belgian law or, as the case may be, English law, in each case 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.

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.

18 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK In addition, Noteholders should be aware of the prevailing and widely reported global credit market conditions (which continue at the date of this Prospectus), whereby there is a general lack of liquidity in the secondary market for instruments similar to the Notes. Such lack of liquidity may result in investors suffering losses on the Notes in secondary resales even if there is no decline in the performance of the assets of the Issuer. The Issuer cannot predict which of the circumstances will change and whether, if and when they do change, there will be a more liquid market for the Notes and instruments similar to the Notes at that time. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes 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 its assigning 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.

19 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK OVERVIEW OF THE PROGRAMME

The following Overview 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. The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, a new Prospectus or a supplement to the Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive. 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. Issuer: Belgacom, S.A. de droit public (a company having made a public call on savings) Description: Belgacom, S.A. de droit public EUR2,500,000,000 Euro Medium Term Note Programme Arranger: Citigroup Global Markets Limited Dealers: Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Deutsche Bank AG, London Branch HSBC Bank plc ING Belgium NV/SA J.P. Morgan Securities Ltd. KBC Bank N.V. Morgan Stanley & Co. International plc Nomura International plc The Royal Bank of Scotland plc 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’’. Domiciliary Agent: Fortis Bank NV/SA The Notes will be issued pursuant to and with the benefit of a Domiciliary and Belgian Paying Agency Agreement dated 24 September 2010 between the Issuer and Fortis Bank NV/SA. Luxembourg Listing Agent: BNP Paribas Securities Services, Luxembourg Branch Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

20 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Currencies: Notes may be denominated in euro or, subject to any applicable legal or regulatory restrictions and the requirements of the X/N System, any other currency agreed between the Issuer and the relevant Dealer. Maturities: The Notes will have such maturities as may be agreed between the 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 Issuer or the 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 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 issued in dematerialised form. They will be represented by book entries in the records of the X/N Clearing System. The Noteholders will not be entitled to exchange the Notes into definitive notes in bearer or registered form. Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the 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 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 2006 ISDA 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 Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes. Other provisions in relation to Floating Rate Notes may also have a maximum interest rate, a Floating Rate Notes: minimum interest rate or both (as indicated in the applicable Final Terms). Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior to issue by the 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 Issuer and the relevant Dealer. 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

21 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the 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 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 c1,000 (or, if the Notes are denominated in a currency other than the euro, the equivalent amount in such currency).

22 c103332pu010 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 audited consolidated annual financial statements for the financial years ended 31 December 2008 and 31 December 2009 of the Group; and (b) the H1 reports of the Group containing the consolidated reviewed interim financial statements for the half years ended 30 June 2009 and 30 June 2010. Any other information not listed above but contained in such document is incorporated by reference for information purposes only. Following the publication of this Prospectus a supplement may be prepared by the Issuer 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 Issuer and from the specified office of the Domiciliary Agent for the time being in Brussels and will also be published on the Luxembourg Stock Exchange’s website (www.bourse.lu). Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus. The Issuer 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 Financial Interim Interim Report Report Report 2008 Report 2009 H1-2009 H1-2010 Group Financial Statements Balance Sheet page 24 page 141 page 31 page 26 Income Statement page 23 page 140 page 30 page 25 Cash Flow Statement page 25 page 142 page 32 page 27 Auditor’s Report page 73 page 192 page 37 page 31 Accounting Policies and Explanatory Notes pages 27 pages 144 — — 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 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK FORM OF THE NOTES

Each Tranche of Notes will initially be issued in dematerialised form. The Noteholders will not be entitled to exchange the Notes into deﬁnitive notes in bearer or registered form. No certiﬁcates representing the Notes will be issued.

24 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of less than EUR50,000 (or its equivalent in another currency). [Date] BELGACOM, S.A. DE DROIT PUBLIC Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the EUR 2,500,000,000 Euro Medium Term Note Programme [The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) in those Public Offer Jurisdictions mentioned in Paragraph 34 of Part A below, provided such person is one of the persons mentioned in Paragraph 34 of Part A below and that such offer is made during the Offer Period speciﬁed for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances]. [The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances].

25 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 24 September 2010 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/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 during normal business hours 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 24 September 2010 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 24 September 2010 and [original date]. Copies of such Prospectuses are available for viewing at [address] [and] [website] and during normal business hours 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. Issuer: 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)] 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. (a) 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 d1,000 minimum denomination is not required.) (b) Calculation Amount: (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common

26 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK factor in the case of two or more Speciﬁed Denomination.)

7. (a) Issue Date: [ ] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.) 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] [[LIBOR/EURIBOR] +/– [ ] per cent. Floating Rate] [Zero Coupon] [specify other] (further particulars speciﬁed below) 10. Redemption/Payment Basis: [Redemption at par] [Partly Paid] [Instalment] [specify other] 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 (b) Date [Board] approval for [ ] [and [ ], respectively]] issuance of Notes obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes) 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/other (specify)]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) Day Count Fraction(1): [Actual/Actual (ICMA) or 30/360 or [specify other]] (d) 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

(1) The applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

27 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 (ICMA)] (e) 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: [Following Business Day Convention/[specify other](2) (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of Interest [Screen Rate Determination/ISDA and Interest Amount is to be Determination/specify other] determined: (e) Party responsible for calculating the [] Rate of Interest and Interest Amount (if not the Domiciliary Agent): (f) Screen Rate Determination: (i) Reference Rate: [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other – including fallback provisions in the Domiciliary Agency Agreement) (ii) Interest Determination Date(s): [ ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) (iii) Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (g) ISDA Determination: (i) Floating Rate Option: [ ] (ii) Designated Maturity: [ ] (iii) Reset Date: [ ] (h) Margin(s): [+/–] [ ] per cent. per annum (i) Minimum Rate of Interest: [ ] per cent. per annum (j) Maximum Rate of Interest: [ ] per cent. per annum (k) Day Count Fraction(3): [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/360 (Sterling) Actual/360 30/360 30E/360 30E/360 (ISDA) Other]

(2) The applicable Business Day Convention must comply with the rules from time to time of the X/N Clearing System. (3) The applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

28 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (See Condition 4 for alternatives) (l) 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 [Conditions 6.5 and 6.10 apply/specify other] Early Redemption Amounts and late payment:

PROVISIONS RELATING TO REDEMPTION

18. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and [[ ] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (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)

19. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and [[ ] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) 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) 20. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix]

29 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 21. Early Redemption Amount: payable on [[ ] per Calculation Amount/specify other/see redemption for taxation reasons or on an Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition [6.5]):

GENERAL PROVISIONS APPLICABLE TO THE NOTES 22. Form of Notes: Dematerialised book-entry Notes 23. Additional Financial Centre(s) or other [Not Applicable/give details] special provisions relating to Payment (Note that this paragraph relates to the place of Days: payment and not Interest Period end dates to which sub-paragraph 16(c) relates) 24. Governing Law: [Belgian/English] 25. Other terms or special conditions: [Not Applicable/give 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 26. (a) If syndicated, names and addresses of [Not Applicable/give names, addresses and Managers and underwriting underwriting commitments] commitments: (Include names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and names and addresses of the entities agreeing to place the issue without a firm commitment or on a ‘‘best efforts’’ basis if such entities are not the same as the Managers) (b) Date of [Subscription] Agreement: (c) Stabilising Manager (if any): [Not Applicable/give name] 27. If non-syndicated, name and address of [Not Applicable/give name] relevant Dealer: 28. U.S. Selling Restrictions: [Reg. S Compliance Category 2] [TEFRA C/TEFRA not applicable] 29. Non Exempt Offer: [Not Applicable] [An offer of the Notes may be made by the Managers [and [specify name of other financial intermediaries/placers making non-exempt offers, to the extent known OR consider a generic description of other parties involved in non-exempt offers (e.g. ‘‘other parties authorised by the Managers’’) or (if relevant) note that other parties may make non-exempt offers in the Public Offer Jurisdictions during the Offer Period, if not known]] (together with the Managers, the Financial Intermediaries) other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) – which must be jurisdictions where the Prospectus and any supplements have been passported (in addition to the jurisdiction where approved and published)](Public Offer Jurisdictions) during the period from [specify date] until [specify date or a formula such as ‘‘the Issue Date’’ or ‘‘the date which falls [ ] Business Days

30 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK thereafter’’] (Offer Period) See further Paragraph 10 of Part B below. (N.B. Consider any local regulatory requirements necessary to be fulﬁlled so as to be able to make a non- exempt offer in relevant jurisdictions. No such offer should be made in any relevant jurisdiction until those requirements have been met. Non-exempt offers may only be made into jurisdictions in which the base prospectus (and any supplement) has been notiﬁed/ passported.) 30. Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS These Final Terms comprise the ﬁnal terms required for issue [and] [public offer in the Public Offer Jurisdictions] [and] [admission to trading on the regulated market of the Luxembourg Stock Exchange and listing on the Ofﬁcial List of the Luxembourg Stock Exchange the Notes described herein] pursuant to the EUR 2,500,000,000 Euro Medium Term Note Programme of Belgacom, S.A. de droit public].

RESPONSIBILITY The Issuer accepts 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:

By: ...... Duly authorised

31 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and listing on the Ofﬁcial List of the Luxembourg Stock Exchange] with effect from [ ].] or [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and listing on the Ofﬁcial List of the Luxembourg Stock Exchange] with effect from [ ].] [Not Applicable.]

2. RATINGS Ratings: The Notes to be issued have been rated: [S & P: [ ]] [Moody’s: [ ]] [[Other]: [ ]] [Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.] (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. 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]. (when adding any other description, consideration should be given as to whether such matters described constitute ‘‘signiﬁcant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)

4. 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: [ ]. 5. YIELD (Fixed Rate Notes only) Indication of yield: [ ] [Calculated as [include details of method of calculation in summary form] on the Issue Date.] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. HISTORIC INTEREST RATES (Floating Rate Notes only) Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].]

7. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Delivery: Delivery [against/free of] payment

32 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 8. TERMS AND CONDITIONS OF THE OFFER Offer Price: [Issue Price/Not applicable/specify] [Conditions to which the offer is subject:] [Not applicable/give details] [Description of the application process]: [Not applicable/give details] [Details of the minimum and/or maximum [Not applicable/give details] amount of application]: [Description of possibility to reduce [Not applicable/give details] subscriptions and manner for refunding excess amount paid by applicants]: [Details of the method and time limits for [Not applicable/give details] paying up and delivering the Notes:] [Manner in and date on which results of [Not applicable/give details] the offer are to be made public:] [Procedure for exercise of any right of pre- [Not applicable/give details] emption, negotiability of subscription rights and treatment of subscription rights not exercised:] [Categories of potential investors to which [Not applicable/give details] the Notes are offered and whether tranche(s) have been reserved for certain countries:] [Process for notification to applicants of [Not applicable/give details] the amount allotted and the indication whether dealing may begin before notification is made:] [Amount of any expenses and taxes [Not applicable/give details] specifically charged to the subscriber or purchaser:] [Name(s) and address(es), to the extent [None/give details] known to the Issuer, of the placers in the various countries where the offer takes place.]

33 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of at least EUR50,000 (or its equivalent in another currency).

[Date]

BELGACOM, S.A. DE DROIT PUBLIC Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the EUR 2,500,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

34 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 1. Issuer: 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)] 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. (a) Specified Denominations: [ ] (Note – where multiple denominations above c50,000 or equivalent are being used the following sample wording should be followed: ‘‘d50,000 and integral multiples of d1,000 in excess thereof up to and including d99,000’’) (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 d50,000 minimum denomination is not required.) (Note: From the date of entry into force of the directive amending the Prospectus Directive and Transparency Directive (Directive 2004/109/EC) (the Amending Directive), which is expected to be in December 2010, Notes to be admitted to trading on a regulated market within the European Economic Area with a maturity date which will fall after the implementation date of the Amending Directive in the relevant European Economic Area Member State must have a minimum denomination of EUR100,000 (or if Notes are denominated in a currency other than euro, the equivalent amount in such currency).) (b) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.) 7. (a) Issue Date: [ ] (b) Interest Commencement Date: [[specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.) 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] [[LIBOR/EURIBOR] +/– [ ] per cent. Floating

35 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Rate] [Zero Coupon] [specify other] (further particulars speciﬁed below) 10. Redemption/Payment Basis: [Redemption at par] [Partly Paid] [Instalment] [specify other] 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 (b) [Date [Board] approval for issuance of Notes obtained]: [ ] (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes)

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/other (specify)]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) Day Count Fraction(1): [Actual/Actual (ICMA) or 30/360 or [specify other]] (d) 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 (ICMA)] (e) 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)

(1) The applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

36 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (a) Specified Period(s)/Specified Interest [] Payment Dates: (b) Business Day Convention: Following Business Day Convention/[specify other](2) (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of Interest [Screen Rate Determination/ISDA and Interest Amount is to be Determination/specify other] determined: (e) Party responsible for calculating the [] Rate of Interest and Interest Amount (if not the Domiciliary Agent): (f) Screen Rate Determination: (i) Reference Rate: [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other – including fallback provisions in the Domiciliary Agency Agreement) (ii) Interest Determination Date(s): [ ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET 2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) (iii) Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR 01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (g) ISDA Determination: (i) Floating Rate Option: [ ] (ii) Designated Maturity: [ ] (iii) Reset Date: [ ] (h) Margin(s): [+/–] [ ] per cent. per annum (i) Minimum Rate of Interest: [ ] per cent. per annum (j) Maximum Rate of Interest: [ ] per cent. per annum (k) Day Count Fraction(3): [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 30E/360 (ISDA) Other] (See Condition 4 for alternatives) (l) 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)

37 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 [Conditions 6.5 and 6.10 apply/specify other] Early Redemption Amounts and late payment:

PROVISIONS RELATING TO REDEMPTION 18. 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 [[ ] per Calculation Amount/specify other/ see each Note and method, if any, of Appendix]] calculation of such amount(s): (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) 19. 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 [[ ] per Calculation Amount/specify other/ see each Note and method, if any, of Appendix]] calculation of such amount(s): (c) 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 as well as any other notice requirements which may apply) 20. Final Redemption Amount: [ ] per Calculation Amount/specify other/see Appendix] 21. Early Redemption Amount payable on [[ ] per Calculation Amount/specify other/see redemption for taxation reasons or on an Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition [6):] GENERAL PROVISIONS APPLICABLE TO THE NOTES 22. Form of Notes: Dematerialised book-entry Notes (Ensure that this is consistent with the wording in the ‘‘Form of the Notes’’ section in the Prospectus and the Notes themselves) 23. Additional Financial Centre(s) or other [Not Applicable/give details]

38 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK special provisions relating to Payment (Note that this item relates to the place of payment and Days: not Interest Period end dates to which item 16(c) relates) 24. Details relating to Partly Paid Notes: [Not Applicable/give details.] amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 25. Details relating to Instalment Notes: (a) Instalment Amount(s): [Not Applicable/give details] (b) Instalment Date(s): [Not Applicable/give details] 26. Governing Law: [Belgian/English] 27. Other final terms: [Not Applicable/give 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 28. (a) If syndicated, names of Managers: [Not Applicable/give names] (If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a firm commitment basis and names of the entities agreeing to place the issue without a firm commitment or on a ‘‘best efforts’’ basis if such entities are not the same as the Managers.) (b) Date of [Subscription] Agreement: [ ] (The above is only relevant if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies) (c) Stabilising Manager (if any): [Not Applicable/give name] 29. If non-syndicated, name of relevant Dealer: [Not Applicable/give name] 30. U.S. Selling Restrictions: [Reg. S Compliance Category: 2] TEFRA C/TEFRA not applicable] 31. Additional selling restrictions: [Not Applicable/give details] PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on [the regulated market of the Luxembourg Stock Exchange, and listing on the Official List of the Luxembourg Stock Exchange] of the Notes described herein pursuant to the EUR 2,500,000,000 Euro Medium Term Note Programme of Belgacom, S.A. de droit public.

By: ...... Duly authorised

39 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING (i) Listing and Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and listing on the Ofﬁcial List of the Luxembourg Stock Exchange] with effect from [ ].] or [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange, and, if relevant, listing on the Ofﬁcial List of the Luxembourg Stock Exchange] 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. 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] (When adding any other description, consideration should be given as to whether such matters described constitute ‘‘signiﬁcant new factors’’ and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)

4. 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.

5. HISTORIC INTEREST RATES (Floating Rate Notes only) Details of historic [LIBOR/EURIBOR/Other] rates can be obtained from [Reuters].]

6. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Delivery: Delivery [against/free of] payment

40 c103332pu020 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Note issued by Belgacom S.A. de droit public in dematerialised form. 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 incorporated by reference into each 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, S.A. de droit public (a company having made a public call on savings) (the Issuer) 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 any Note in dematerialised form. The Notes have the benefit of a Domiciliary and Belgian Paying Agency Agreement (as amended, supplemented or restated from time to time, the Domiciliary Agency Agreement) dated 24 September 2010 and made among the Issuer and Fortis Bank NV/SA as domiciliary agent (the Domiciliary Agent, which expression shall include any successor domiciliary agent specified in the applicable Final Terms). The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms incorporated by reference into 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) incorporated by reference into this Note. Any reference to ‘‘Noteholders’’ or ‘‘holders’’ in relation to any Notes shall mean the holders of the Notes. 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 governed by English law, the Noteholders are entitled to the benefit of the Deed of Covenant (the Deed of Covenant) dated 24 September 2010 and made by the Issuer. The original of the Deed of Covenant is held by the Domiciliary Agent on behalf of X/N Clearing System. The holders of interests in Notes issued in dematerialised form and represented by book entries in the records of the X/N clearing system 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 the Issuer in case of an Event of Default of the Issuer based on statements of accounts provided by the participant, subparticipant or the operator of X/N Clearing System. Copies of the Domiciliary Agency Agreement and the Deed of Covenant 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 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 2003/71/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 Domiciliary Agent as to its holding of such Notes and identity. The Noteholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Domiciliary Agency Agreement, the Deed of Covenant and the applicable Final Terms which is applicable to them.

41 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Words and expressions deﬁned in 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 Domiciliary Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

1. FORM, DENOMINATION AND TITLE The Notes are in dematerialised book-entry form. Noteholders will not be entitled to exchange Notes into bearer or registered Notes. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon 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 Instalment 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. Interests in the Notes 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. The operator of the X/N Clearing System will credit the securities account of the Domiciliary Agent with the aggregate nominal amount of Notes. Such Domiciliary Agent will 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 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 the Issuer 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, which shall be paid through the Domiciliary Agent and the X/N Clearing System in accordance with the rules of the X/N Clearing System and the expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed accordingly. Notes will be transferable only in accordance with the rules and procedures for the time being of the X/N Clearing System. References to the X/N Clearing System 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 Issuer and the Domiciliary Agent.

2. STATUS OF THE NOTES The Notes are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the 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 Issuer, from time to time outstanding.

3. NEGATIVE PLEDGE So long as any of the Notes remains outstanding, the Issuer 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

42 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK forthwith equally and rateably to the Notes 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 1 September 2008; or (b) Security Interests arising by operation of law and/or created as a result of the Issuer being required to do so by a taxing authority which has jurisdiction over the Issuer; 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 Issuer; or (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 Issuer; or (f) collateralisation payments under a 1992 ISDA Master Agreement, as published by the International Swaps and Derivatives Association, Inc., or (g) Security Interests created by the Issuer for obligations not exceeding in the aggregate 10 per cent. of the consolidated total assets of the Issuer and its subsidiaries taken as a whole as shown in the latest audited consolidated balance sheet of the Issuer 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 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. 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. Interest shall be calculated in respect of any period by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes (or, if they are Partly Paid Notes, the aggregate amount paid up), 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 4.1: (a) if ‘‘Actual/Actual (ICMA)’’ 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:

43 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 (a) Interest Payment Dates Each Floating Rate Note bears interest 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) 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

44 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 or Brussels and each 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 or Brussels 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 (TARGET2) system (the TARGET2 System) is open; and (c) 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 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 Domiciliary Agent under an interest rate swap transaction if the Domiciliary Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 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. 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

45 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 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 the Domiciliary Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Domiciliary Agency Agreement contains 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 and/or 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 Domiciliary Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period.

The Domiciliary Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to:

(A) in the case of Floating Rate Notes, the aggregate outstanding nominal amount of the Notes or, if they are Partly Paid Notes, the aggregate amount paid up; or

(B) in the case of Floating Rate Notes, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction. The Interest Amount shall be calculated in accordance with the rules of the X/N Clearing System. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

46 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2: (i) if ‘‘Actual/Actual (ISDA)’’ 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, calculated on a formula basis as follows:

[360 6 (Y2 –Y1)] + [30 6 (M2 –M1)] + (D2 –D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the ﬁrst calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (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, calculated on a formula basis as follows:

[360 6 (Y2 –Y1)] + [30 6 (M2 –M1)] + (D2 –D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the ﬁrst calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;

47 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (vi) if ‘‘30E/360 (ISDA)’’ is speciﬁed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 6 (Y2 –Y1)] + [30 6 (M2 –M1)] + (D2 –D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the ﬁrst day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the ﬁrst calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.]

(e) Notification of Rate of Interest and Interest Amounts The Domiciliary Agent 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 Issuer and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 11 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 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 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, by the Domiciliary Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer the Domiciliary Agent, the Calculation Agent (if applicable) and all Noteholders and (in the absence of wilful default or bad faith) no liability to the Issuer or the Noteholders shall attach to the Domiciliary Agent 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.

4.3 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.

4.4 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:

48 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 Domiciliary Agent and notice to that effect has been given in accordance with Condition 11.

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 maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a 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 Payments Payments of principal and interest in respect of the Notes shall be made through the Domiciliary Agent and the X/N Clearing System in accordance with the Domiciliary Agency Agreement and the rules of the X/N Clearing System.

5.3 General provisions applicable to payments The Domiciliary Agent shall be the only person entitled to receive payments in respect of Notes and the Issuer will be discharged by payment to, or to the order of, the Domiciliary Agent 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 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 the Issuer to, or to the order of, the holder of such Note. Notwithstanding the foregoing provisions of this Condition, 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) the Issuer 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 the Issuer, adverse tax consequences to the Issuer.

5.4 Payment Day If the date for payment of any amount in respect of any Note 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:

49 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 or Brussels; (iii) each 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 or Brussels 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 TARGET2 System is open; and (c) a day on which the X/N Clearing System is operating.

5.5 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; (f) 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 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 will be redeemed by the 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.

6.2 Redemption for Tax Reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Domiciliary Agent and, in accordance with Condition 11, the Noteholders (which notice shall be irrevocable), if: (a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 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 Issuer taking reasonable measures available to it,

50 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer 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 Issuer shall deliver to the Domiciliary Agent a certiﬁcate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer 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 Issuer (Issuer Call) If Issuer Call is specified in the applicable Final Terms the Issuer may, having given: (a) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 11; and (b) not less than 15 days before the giving of the notice referred to in (a) above, notice to 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 redemption of Notes, the Notes to be redeemed (Redeemed Notes) in accordance with the rules of the X/N Clearing System, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called 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 Issuer in accordance with Condition 11 not less than 15 nor more than 30 days’ notice the 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. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms. To exercise the right to require redemption of this Note the holder of this Note must deliver, at the specified office of the Domiciliary Agent at any time during normal business hours of the Domiciliary Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from the specified office of 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. Any Put Notice or other notice given in accordance with the standard procedures of the X/N System 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 occurred and is continuing, in which event such holder, at its option, may elect by notice to the 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:

51 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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, 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 The Issuer or any Subsidiary (as deﬁned below) may at any time purchase Notes at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or the relevant Subsidiary, surrendered to the Domiciliary Agent for cancellation. 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.

6.9 Cancellation All Notes which are redeemed will forthwith be cancelled. All Notes so cancelled and the Notes purchased and cancelled pursuant to Condition 6.8 above 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

52 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 the Domiciliary Agent and notice to that effect has been given to the Noteholders in accordance with Condition 11.

7. TAXATION All payments of principal and interest in respect of the Notes 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 Belgium or any Tax Jurisdiction unless, in any such case, such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes 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, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note: (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note; (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 the exemption from Belgian withholding tax under the law of 6 August 1993 is unavailable for reasons outside the Issuer’s control); (d) presented for payment 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 6 August 1993 relating to certain securities; (e) where such withholding or deduction is imposed on a payment to an individual or to a residual entity and is required to be made pursuant to the Savings Directive, or any law implementing or complying with, or introduced in order to conform to, such Directive; or As used herein: (i) Tax Jurisdiction means Belgium and the jurisdiction in which the Domiciliary Agent acts or any political subdivision or any authority thereof or therein having power to tax; (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 Domiciliary Agent, 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 11; and (iii) Eligible Investor means those entities which are referred to in article 4 of the Royal Decree dated 26 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 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.

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

53 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (b) if the Issuer fails to perform or observe any of its other obligations under the Conditions or the failure continues for the period of 30 days next following the service by a Noteholder on the Issuer of notice requiring the same to be remedied; or

(c) if any Indebtedness for Borrowed Money of the Issuer becomes due and repayable prematurely by reason of an event of default (however described) or the Issuer 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 Issuer for any Indebtedness for Borrowed Money becomes enforceable or if default is made by the Issuer 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), the Issuer shall not 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 the Issuer; or

(d) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders; or

(e) if (A) the Issuer 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 Issuer 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) the Issuer applies for a uitstel van betaling, aanvraag tot gerechtelijk akkoord, faillissement; or (C) any similar procedure as described in (A) or (B) above inclusive shall be initiated in respect of the Issuer; or

(f) if (A) proceedings are initiated against the Issuer or 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 Issuer or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of the Issuer or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of the Issuer 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 Issuer and (B) in any case (other than the appointment of an administrator) is not discharged within 30 days; or if the 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,

then any Noteholder may, by written notice to the Issuer at the speciﬁed ofﬁce of the Domiciliary Agent, effective upon the date of receipt thereof by 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.

54 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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. DOMICILIARY AGENT The name of the Domiciliary Agent and its initial specified office is set out below. The Issuer 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 Domiciliary Agency Agreement, such agent acts solely as the agent of the Issuer and does not assume any obligation to, or relationship of agency or trust with, any Noteholders. The Domiciliary Agency Agreement contains provisions permitting any entity into which any 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.

11. 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 admitted to trading on the regulated market of the Luxembourg Stock Exchange, and listed on the Official List of 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 any such publication in a newspaper will be made in the Financial Times in London, and the Luxemburger Wort or the Tageblatt in Luxembourg and (c) 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 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). There may be substituted for such publication in such newspaper(s) the delivery of the relevant notice to the X/N Clearing System 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 the X/N Clearing System. 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 the Domiciliary Agent. In addition to the above publications, 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.

12. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER In the case of Notes where English law has been speciﬁed in the applicable Final Terms, the Domiciliary Agency Agreement contains provisions for convening meetings of the Noteholders to

55 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes. In the case of Notes where Belgian law has been specified in the applicable Final Terms, a meeting of the Noteholders may be convened by the Issuer 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 (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), 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. 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 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 11, 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) 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 the Issuer’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. 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 the Issuer, 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. The Domiciliary Agent and the Issuer may agree, without the consent of the Noteholders to: (i) any modification of 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 or 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 and any such modification shall be notified to the Noteholders in accordance with Condition 11 as soon as practicable thereafter.

56 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 13. FURTHER ISSUES The Issuer shall be at liberty from time to time without the consent of the Noteholders 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.

14. 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.

15. GOVERNING LAW AND SUBMISSION TO JURISDICTION 15.1 Governing law The Domiciliary Agency Agreement is governed by, and shall be construed in accordance with, Belgian law. The Programme Agreement and the Deed of Covenant, and any non-contractual obligations arising out of or in connection with the Programme Agreement and Deed Covenant, are governed by, and shall be construed in accordance with English law. The Notes, and any non-contractual obligations arising out of or in connection with the Notes, are governed by, and shall be construed in accordance with, Belgian law or English law, as specified in the applicable Final Terms. 15.2 Submission to jurisdiction (a) Where the applicable Final Terms specify that the Notes are governed by English law, the Issuer agrees, for the exclusive benefit of the paying agents and the Noteholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes, (including a dispute relating to any non- contractual obligations arising out of or in connection with the Notes) and accordingly submits to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Noteholders, may take any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with the Notes, against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. The Issuer appoints Freshfields, Bruckhaus Deringer LLP main London office, at 65 Fleet Street, London EC4Y 1HS as its agent for service of process, on the basis that documents are to be served in an envelope or other package marked to the attention of the Dispute Resolution Department Departmental Managing Partner and carrying the reference Geert Verhoeven, 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. (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.

57 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK USE OF PROCEEDS The net proceeds from each issue of Notes will be applied by the 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.

58 c103332pu030 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK DESCRIPTION OF BELGACOM S.A. DE DROIT PUBLIC

GENERAL INFORMATION ON THE CORPORATE STRUCTURE OF BELGACOM S.A.

Corporate name: Belgacom Registered ofﬁce: Koning Albert II-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 (Re´gie des Te´le´graphes et Te´le´phones et Te´le´graphes / Regie van Telegraaf en Telefoon). The transformation into an SA of public law was implemented by Royal Decree of 16 December 1994 and Belgacom was incorporated on 27 December 1994. Legislation under which Belgacom Belgacom is incorporated under and is subject to the laws of operates: the Kingdom of Belgium Legal form: Limited liability company under public law (Socie´te´ Anonyme (SA) de droit public/Naamloze Vennootschap (NV) van publiek recht) 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 Belgacom’s business was initially operated as a public service (called ‘‘Regie van Telegraﬁe en Telefonie / Re´gie des Te´le´graphes et des Te´le´phones’’ 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 1992, the RTT was reorganised as an autonomous public sector enterprise called ‘‘Belgacom’’. In 1994, Belgacom was transformed into a limited liability company under public law and in March 1996, the Belgian State sold 50% less one share to a private consortium, ADSB Telecommunications BV. Belgacom launched the Proximus GSM cellular network on 1 January 1994. Belgacom Mobile S.A. was established on 1 July 1994 by Belgacom (75%) and AirTouch Communications (which subsequently merged with Vodafone) (25%). In August 2006, Belgacom acquired the remaining 25% stake in Belgacom Mobile S.A. from Vodafone for a total of EUR 2 billion. Following this operation, Belgacom Mobile S.A. (Proximus) became a wholly-owned subsidiary of Belgacom. The business relationship between Proximus and Vodafone is maintained. In the last quarter of 1996, the Company established Belgacom Te´le´port SA, which in 1998 took over the activities of Espadon Te´le´communications SA, and the resulting merged company was renamed ‘‘Belgacom France’’. The Company exchanged its 100% shareholding in Belgacom France for

59 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 2004, LDCom Networks became Neuf Telecom SA, the leading alternative broadband services operator. In May 2005, Neuf Telecom SA and Ce´ge´tel merged into Neuf Ce´ge´tel SA, which became the primary alternative operator in the fixed line business in France. This merger further diluted the participating interests of the Group to 5.8% of the combined entity Neuf Ce´ge´tel. Finally, in 2006 Belgacom sold its 5.8% stake in Neuf Cegetel to SFR. In 1998, the Company and Tele Danmark (now TDC) created Ben Nederland, 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 Universal Mobile Telecommunications System (UMTS) license for The Netherlands for EUR 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 EUR 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, ADSB Telecommunications BV sold its participation through a public offering. Since then Belgacom has been listed on the Euronext Brussels Stock Exchange (ticker ‘‘BELG’’). Following completion of the offering, the Belgian State owned 51.6% of the ordinary shares of the Company. 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. Belgacom transferred its international carrier branch of activity to its 100% subsidiary Belgacom International Carrier Services SA (‘‘BICS’’) on 1 January 2005. Effective 1 July 2005, Swisscom Fixnet AG transferred its international carrier services business to Belgacom’s subsidiary BICS in exchange for a 28% ownership in BICS and its subsidiaries and thus Belgacom’s share was diluted to 72%. 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 for a 3 year period. Early June 2008, the Belgian Professional Football League granted Belgacom the broadcast rights to the Jupiler League for the 2008-2011 seasons. In September 2005, Belgacom launched a public tender offer to acquire 100% of Telindus shares. This offer fit Belgacom’s strategy to grow its IT services business in Belgium and offered additional international scope. The takeover was finalised early 2006 and the Telindus Group share was delisted from the Brussels Euronext stock market. In June 2006, the Telindus/Belgacom ICT portfolio was expanded with the new Telindus/Belgacom brand. In November 2005, Belgacom implemented a leave program and a career out-phasing program (tutorship). Under the terms of the plan, Belgacom will pay benefits until the year 2015. In 2007, Belgacom signed a new Collective Labour Agreement whereby statutory employees can volunteer for a definitive transfer to Belgian State services after participation in a selection process and a trial period. At the end of 2009, 259 of the estimated 310 employees had been transferred to Belgian State Departments. To fulfill Belgacom’s mission, it reviewed its entire organisation and in 2007 created a new operating structure based on four pillars: – residential clients are taken care of by the Consumer Business Unit (CBU) – professional clients are entitled to the services of the Enterprise Business Unit (EBU)

60 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK – network and IT services are centralised within a single unit: the Service Delivery Engine (SDE&W) – Staff and Support (S&S) brings together all the horizontal functions that support the Group’s activities Also in 2007, Belgacom and Proximus launched the first bundled offers: the packs. Those packs soon included fixed/mobile telephony, ADSL and television. Beginning of January 2008, Belgacom sold its participation in Extenseo to the Aegis Media Belgium Group. End of February 2008, Belgacom announced the acquisition of the private limited company Poncin, which resells telecommunication services in the Lie`ge area. With five telecom shops and a call center, ‘‘Ets Pierre Poncin’’ is a reseller of telecommunication services in the Lie`ge area. End of February 2008, Belgacom and De Post-La Poste announced the intention of De Post-La Poste to acquire the 50% shareholding of Belgacom in Certipost, thus acquiring 100% ownership of Certipost. Final closing took place on 6 June 2008. In February 2008, Belgacom also announced the acquisition of Scarlet NV, the infrastructure- based communication service provider offering fixed-line and mobile voice, internet and data services for residential, SME, corporate and wholesale customers in the Netherlands, Belgium and the Dutch Antilles. This acquisition was closed in November 2008 and allows Belgacom to penetrate a new market segment and reinforce its multiplay offer in Belgium. In July 2009, in accordance with the requirements from the Competition Council, the Scarlet network was divested to Synthigo SA The Group also acquired Mobile-for, a company specialised in mobile payments for parking and Tango (Tele2 Luxemburg), the second mobile operator in Luxembourg. As part of the latter transaction, Belgacom also acquires Tele2’s Liechtenstein fixed and mobile operations, which has been divested in December 2009 to Unify Nederland BV. In January 2009, a management buy-out took place for Telindus Portugal. Telindus International focuses on its five key countries (The Netherlands, France, Spain, Luxembourg and United Kingdom). In March 2009, Belgacom took a 40% stake in Tunz, a specialist in mobile payments and holding a European e-money license. This participation allowed the company to expand its offer in the growing mobile micro-payments domain by its new brand ‘PingPing’. In May 2009, Belgacom signed a joint venture agreement with the former major shareholder of Scarlet, to create a new company: Sahara International Ventures NV. Belgacom contributed its majority holding in Scarlet Curaçao and currently hold 51% of the joint venture. In December 2009, the transaction that was announced in June 2009 between Belgacom ICS (BICS) and MTN was closed. This transaction combined the international carrier services of BICS and MTN, the latter taking an equity stake in BICS. As of 1 December 2009, BICS has been progressively integrating MTN ICS, MTN’s international wholesale subsidiary, and will act as the official gateway for carrier services of MTN globally. Belgacom will own 57.6% of BICS’ shares, Swisscom 22.4% and MTN 20.0% with a board representation.

Shareholding

Dividend Belgacom Ownership Shares Voting rights Rights (31 July 2010) Shares (%) (%) (%) Belgian State 180,887,569 53.51% 56.29% 55.78% Belgacom own shares 16,698,455 4.94% 0% 0.91% Free-ﬂoat 140,439,111 41.55% 43.71% 43.31% Recent acquisitions and divestitures 2010 In April, Telindus divested the activities of its UK subsidiary Telindus Surveillance Solutions Ltd. to the American company Adtech Global Solutions. In June, Belgacom announced the setting up of the new company called Belgacom Bridging ICT. This wholly-owned subsidiary is the basis for a new and exclusive channel with ICT experts

61 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK throughout Belgium. In this new subsidiary, Belgacom consolidates the activities taken over from four IT integrators: ElectroComputer, Interconnect, Jockordy and Softcomputer. In July, Belgacom Bridging ICT also acquired a 40% interest in ClearMedia. Also in June, Scarlet acquired the operations of mobile operator MobiSud in Belgium (following a prior strategic partnership in March 2007 between Maroc Telecom and Belgacom in which Belgacom acted as partner for the launch of the MVNO MobiSud).

Latest developments On 4 January 2010, the extraordinary general shareholders’ meeting approved the integration of the Belgian operational subsidiaries of the Belgacom Group into a single limited liability company under public law, Belgacom SA. This integration thus concerns Belgacom SA, Belgacom Mobile SA, Telindus Group NV (only the national activities), Telindus NA, Telindus Sourcing SA and Belgacom Skynet activities. Excluded from this integration were the subsidiaries BICS, BGIS, Skynet iMotion Activities, Tango, Scarlet, Euremis, ConnectImmo and the international subsidiaries of the Telindus Group.

PRODUCTS AND SERVICES The Belgacom Group is Belgium’s reference provider of integrated telecommunication services. Bolstered by its long-standing experience as Belgium’s incumbent operator and its capacity for innovation, the Belgacom Group, thanks to its subsidiaries, is able to provide all its customers, regardless of their profile – whether private or professional, company or institution – with a comprehensive range of offers and solutions in fixed and mobile networks. The Belgacom Group offers a complete quadruple-play solution that integrates fixed and mobile telephony, Internet and television. It is committed to meeting the expectations of its professional and residential customers, and innovates in order to anticipate their future needs, drawing on the latest technological developments. With a view to closing the digital gap, the Group is also committed to promoting electronic services and providing a wide range of innovative applications. As from 1 January 2008 onwards, the Board of Directors, the Chief Executive Officer and the Belgacom Management Committee manage the operations of the Group based on the new client- oriented organisation structured around the five following reportable operating segments:

1. The Consumer Business Unit (CBU) The CBU sells voice products and services, internet and television, both on ﬁxed and mobile networks, to residential clients, mainly on the Belgian market. It does this principally through the Belgacom, Proximus, Skynet, Scarlet & Tango brands.

2. The Enterprise Business Unit (EBU) The EBU sells ICT services and products to professional clients, whether they are independent workers, smaller ﬁrms or major companies. These ICT solutions, including telephone services, are marketed mainly under the Belgacom, Proximus and Telindus brands, on both the Belgian and international markets.

3. The Service Delivery Engine & Wholesale (SDE&W) The SDE&W centralises all the network and IT services and costs (excluding costs related to customer operations and to the service delivery of ICT solutions) & provides services to CBU and EBU. Its wholesale activity offers telecommunications services to other operators and suppliers on the Belgian market.

4. International Carrier Services (BICS) The international carrier services are provided by Belgacom’s subsidiary Belgacom International Carrier Services (BICS), a subsidiary of Belgacom (57.6%), Swisscom (22.4%) and MTN (20%). This co-venture is the preferred supplier of Swisscom, the Belgacom Group and MTN as regards international connectivity services.

62 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 5. Staff and Support (S&S) Staff & Support (S&S) brings together all the horizontal functions (human resources, finance, legal, strategy and corporate communication), internal services and real estate supporting the Group’s activities. The Group monitors the operating results of its reportable operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated on the following basis: – the operating income before depreciation and amortisation and before non-recurring revenue and expenses; and – the capital expenditures. Group financing (including finance costs and finance revenue) and income taxes are managed on a group basis and are not allocated to operating segments. For the purpose of allocating resources to reportable operating segments, the Group monitors segment assets at the level of property, plant and equipment, intangible assets and goodwill. Other non-current assets and current assets are not allocated to operating segments. The accounting policies of the operating segments are the same as the significant accounting policies of the Group. Segment results are therefore measured on a similar basis as the operating result in the consolidated financial statements. Inter-company transactions between legal entities of the Group are invoiced on an arm’s length basis. The following table gives a breakdown of the revenues for each operating segment:

Six months Six months ending ending 30 June 30 June EUR million 2009 2010 Consumer Business Unit 1,195 1,182 Enterprise Business Unit 1,267 1,226 Service Delivery Engine 192 179 Staff & Support 19 18 International Carrier Services 443 792 Segment eliminations -121 -92

Total 2,996 3,305 Non-Recurring Revenue 0 436 TOTAL 2,996 3,741

Consumer Business Unit (CBU) Compared to the first half year of 2009 CBU revenue decreased 1.1 per cent to EUR 1,182 million, fully explained by the fact that intercompany revenues are no longer included as from 2010. On a comparable basis, CBU revenues were up 1.2%, absorbing a EUR 18 million (-1.6%) negative regulation impact from roaming and Premium Rate Services. As from 1 April 2010, Belgacom moved towards a collecting model for Premium Rate Services impacting fixed voice, mobile voice and mobile data second-quarter revenues. Excluding the above-mentioned impacts, the underlying CBU business grew 2.8% for the first six months of 2010. This growth results from the continued strong performance of Belgacom TV and increasing fixed and mobile data revenues. – CBU Fixed voice revenue pressured by collecting model and discounts in Packs. Line loss improved. During the first half of 2010 (H1 2010), fixed voice revenue declined 9.6% to EUR 258 million. Line loss remained one of the main drivers, but improved (from a net loss of 80,000 lines in H1 2009 to a net loss of 63,000 lines in H1 2010. At the end of June 2010, CBU had 1,999,000 fixed lines, including Scarlet VoIP customers. – Growing customer base and revamped internet offer driving internet revenue growth. Year- over-year fixed data revenue was up 8.1% in H1 2001 resulting from the increased customer base and the new internet offer including boosted speeds and volumes at a slightly higher price. Over H1 2010, CBU added 24,000 customers, driven by the success of the packs and the revamped internet offer. Scarlet also continued to contribute to the

63 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK customer growth, resulting in a total customer base of 1,099,000 by the end of June 2010. Due to a seasonality effect, second quarter net adds are traditionally lower, but CBU added 8,000 customers compared to 3,000 a year ago. – Belgacom TV revenue growth of 46.7% supported by strong net additions. Belgacom TV continues to be one of the growth drivers for CBU with a revenue increase of 46.7% year- over-year and an increase in the customer base of 116,000 subscribers for the first half of 2010. A seasonality effect impacts net adds for the second quarter but CBU performed strongly in 2010 with 54,000 net adds compared to 33,000 in the same period of last year. The success of the Packs and the Free TV Pack in particular continue to drive customer growth resulting in a TV customer base of 868,000 subscribers end of June 2010. – Scarlet revenue impacted by migration of customers to Belgacom. Revenue from H1 2010 remained impacted by the transfer of Scarlet B2B and wholesale customers to Belgacom. This migration however, has a positive impact on the year-over-year revenue variance of EBU and SDE&Wholesale. – Mobile voice adjusted revenue, growth of customer base and usage offset by regulation. Following the legal entity merger, CBU 2010 voice revenues no longer include intercompany revenue. The Fixes-to-Mobile intercompany revenue has been eliminated, impacting CBU mobile inbound revenues. On a like-for-like basis, revenue was down 1.6% year-over-year. This decline is due to the carry-over impact from the roaming tariff cut of July 2009 and the change in Premium Rate Services as from 1 April 2010. After a weak first quarter 2010, CBU mobile net additions picked up in the second quarter (by more than 7,000 additions). The postpaid segment in particular performed strongly with 20,000 net additions for the second quarter, driven by the successful conversion of prepaid customers to postpaid and by an increase in mobile internet customers. – Mobile data revenue impacted by regulation. As from 2010, the allocation of credit and discounts to SMS and advance data has been fine tuned. This has resulted in a shift of credits and discounts from SMS to advance data, impacting the year-over-year variance. On a like-for-like basis, SMS revenue increased 10.6% following the success of pricing plans including free SMS, more than offsetting the SMS roaming impact. Paying SMS increased 20.4% year-over-year to 86.4 SMS per customer per month. On a comparable basis, advance data declined 2.4% year-over-year, driven by the impact from the collecting model form Premium Rate Services. Excluding this impact, advanced data continued its upward trend with an increase of 12.4% year-over-year, driven by the success of the Internet One Offer.

Enterprise Business Unit (EBU) EBU’s reported revenue of EUR 1,226 million for the first half of 2010 is 3.2% lower compared with the same period in 2009. Part of that decline is explained by the loss of intercompany revenue which is no longer included in the segment result as of 2010. The loss of intercompany revenue is mainly impacting turnover from Mobile. On a like-for-like basis, EBU’s revenue was 2.2% lower than the first half of 2009, with trends improving further in the second quarter with 1.4% year-over-year, in spite of an increased pressure from regulation. – Fixed voice continued it downward revenue trend; line erosion improved. Over H1 2010, the revenue from Fixed Voice declined by 5.4% while the decline was 6.4% the same period for 2009. The main cause of the lower Fixed Voice revenue remains the ongoing line erosion. So far in 2010, EBU has seen its fixed-line base reduced by 25,000 (14,000 in the first quarter of 2010 and 11,000 in the second quarter of 2010), an improvement compared to the loss of 29,000 lines for the same period in 2009. The main reason for lower line erosion is fewer port outs to the competition and fewer disconnections of customers looking for cost savings. The impact of bankruptcies, however, remained high. Lower usage and the collecting model for Premium Rate Services impacted fixed voice revenues, explaining the ARPU decline to EUR 30.2 in the second quarter of 2010. – Broadband customer base stable in saturated and competitive broadband market. Revenue from Fixed Data products has decreased from EUR 201 million to EUR 197 million. This is partly due to the ongoing migration from older technologies (Leased Lines, Frame Relay, ATL) to the new and more advantageous ‘‘Explore’’-platform (connectivity and managed services), while revenue from Broadband is stagnating. Within a saturated and

64 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK highly competitive market, EBU kept its Internet customer base stable at 446,000, with an ARPU of EUR 39.2 for the first half of 2010. This is slightly lower than the previous years, as more EBU customers opted for the converged Packs, including attractive discounts. – ICT revenue growth accelerated in the second quarter, confirming turning point. During H1 2010, revenue from ICT increased by 3% to EUR 346 million, with a 1.8% growth in the first quarter of 2010 increasing to 4.2% in the second quarter of 2010. – Mobile voice downward stabilised; adjusted revenue 5.7% lower. Historically, the revenue of Mobile Voice included intercompany revenue, mainly linked to mobile inbound revenue (Fixed-to-Mobile). As of January 2010, these intercompany revenue flows disappeared with the merger of the legal entities. On a like-for-like basis, i.e. excluding intercompany revenue 2009, EBU’s mobile voice revenue declined 5.7% compared to 2009. This includes a carry-over impact from roaming regulation and some minor revenue loss due to the collecting model for Premium Rate Services. Over the first six months of 2010, the trend improved from a 6.5% loss in revenue in the first quarter of 2010 to a 4.8% loss in revenue in the second quarter of 2010. This is due to recovering revenue trends from both inbound and outbound traffic and especially for roaming, including a positive effect from the ash cloud caused by the Icelandic volcanic eruption in April 2010. The positive impact from the year-over-year Mobile customer growth of 81,000 (7%) did not offset the impact from the significant decline in Mobile ARPU to EUR 34.6 (a 12.3% decrease on a like-for- like basis), driven by regulation, price erosion and lower usage. The ARPU, however, remained fairly stable over the first half of 2010, going from EUR 34.8 to EUR 34.5 in the second quarter of 2010. – Mobile data revenue like-for-like up by 6.6%. The 2009 Mobile Data revenue included intercompany revenue, which is no longer the case in 2010 as result of the legal entity merger. When excluding the intercompany revenue from 2009, the total Mobile Data revenue increased by 6.6% year-to-date June 2010. Within the product group Mobile Data, the allocation of credits and discounts to SMS and Advanced data has been fine-tuned. This has resulted in Credits and Discounts being transferred from SMS to Advanced data, impacted the year-over-year variance. On a like-for-like basis, the revenue from Advanced data increased by 11.4% compared to the first half of the previous year, while the revenue from SMS remained flat at EUR 36.9 million. The growing trend in number of SMS continued, increasing by 14.4% compared to last year to 76.1 SMS per active customer per month.

Service Delivery Engine & Wholesale (SDE&W) Over the first half of 2010, SDE& Wholesale (SDE&W) reported revenue of EUR 179 million or 6.7% lower than a year ago. However, the SDE&W results of 2010 are impacted by the eliminated intercompany flows relating to Mobile-to-fixed and national traffic transit. On a like-for-like basis, the half-year revenue was slightly up, driven by the positive impact of the migration of Scarlet wholesale customers to Belgacom. This was partly offset by the carry-over impact from the cut in roaming tariffs of July 2009 and the collecting model for Premium Rate Services applicable as from the second quarter of 2010, for a total amount of EUR 7 million.

Staff & Support (S&S) In the end of June 2010, Staff & Support reported a revenue of EUR 18 million or a decline of 6.6% year-over-year since less capital gains on the sale of buildings were realised in the ﬁrst half of 2010. Non-human resources costs for the ﬁrst six months were 4.7% lower, mainly driven by the company-wide efforts to reduce costs. This was partly offset by a slight increase in human resources costs of 2.7% year-over-year as the decline in headcount could not fully compensate for the slight increase in wages.

International Carrier Services (ICS) The revenue of ICS increased to EUR 792 million for the ﬁrst half of 2010. This includes the positive impact of the full-consolidation as of 2010 (BICS was proportionally consolidated at 72% in 2009) and the contribution of MTN ICS. On an adjusted basis, i.e. when proportionally consolidating BICS’ 2010 revenue at 57.6%, its revenue grew by 3% year-over-year. The second quarter was especially strong, with organic revenue growing by 5.4%.

65 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK REGULATION

INTRODUCTION Since 1 January, 1998, Belgacom has lost its last monopolies and all telecommunications activities have been allowed to proceed freely, subject to the applicable rules. Beginning in 1999, the European Commission (EC) launched a general review of the 1998 framework. This review was made necessary by the evolution of the market following liberalisation, by the introduction of new technologies such as convergent services and by the globalisation of telecommunications. It was planned in a certain number of directives. This review was referred to as the 1999 Review. In March 2002, the 1999 Review led to the adoption of a new framework seeking to adjust European regulations on telecommunications to the profound changes that had occurred in the telecommunications, media and information technology sectors. The telecommunications and broadcasting transmission services and networks were collectively defined in 2003 in a new framework (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 European Commission reviewed the functioning of the directives that were part of the 2003 framework by end of July 2006. This review led to the adoption of a new EU regulatory framework in November 2009 (2009 Framework). This 2009 Framework is composed of the ‘‘Better Regulation Directive’’ (modifying the Framework, Access and Authorisations directives of 2002) and the ‘‘Citizens Rights Directive’’ (modifying the Universal Service and the e-Privacy directives of 2002). A new EU body, BEREC (Body of European Regulators), was also created to replace the European Regulators Group (ERG) as a platform for national regulatory authorities (NRAs) to ensure a consistent application of the EU regulatory framework. The scope and general principles of the revised regulatory framework are not significantly different from the principles and scope of the previous regulatory framework. It allows NRAs to impose the same ex ante regulatory obligations on operators with Significant Market Power (SMP) at the wholesale level as currently – access, transparency, non-discrimination, accounting separation, price control and cost accounting – and adds functional separation1 as a new remedy that can be imposed only as an ‘‘extraordinary measure’’ subject to prior agreement of the Commission and provided that a range of conditions are met, in particular ‘‘a reasoned assessment that there is no or little prospect of infrastructure-based competition’’. It also introduces the principles of neutrality of services and technologies for spectrum management. At the retail level, there are no changes to the current non-exhaustive list of ‘‘appropriate’’ retail remedies – retail tariff regulation, no undue preference to specific end-users, not unreasonably bundled services. The principle continues to apply that NRAs can impose SMP obligations at the retail level only where wholesale obligations would not result in effective competition. The scope of the basic Universal Service Obligation (USO) does not change. Broadband is not explicitly covered by this basic USO but the EC has carried out a public consultation on the future of the universal service which closed on 7 May 2010 with the results expected by the end of 2010. The consumer protection measures are reinforced (e.g. by shortening the time for number portability and improving consumer information and protection of handicapped users) and the concept of ‘‘net neutrality’’ has been introduced (net neutrality represents the idea that all data on the internet should be treated equally, whatever its source or destination). Under the revised regulatory framework, veto power over remedies imposed by regulators will be shared between the Commission and BEREC. In practice, the Commission can propose binding decisions to address inconsistent regulatory approaches of NRAs on market analysis notifications. The new package must be transposed by Member States into national laws by 25 May 2011. The Belgian telecommunications market is regulated through laws adopted by the Parliament, secondary legislations and BIPT decisions. In this environment, Belgacom, as an operator with SMP, is subject to a series of obligations which do not apply to its competitors (except for those that are also designated as an SMP operator in a specific market). Moreover, Belgacom, given its experience and nature as a public company is

66 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK required to provide the universal services and additional services throughout Belgium until a new provider is possibly appointed.

THE 2005 LAW The law currently in force in Belgium is the e-communications law of 13 June 2005 that implemented the 2003 European Framework. The scope of the e-communications law is limited to electronic communications services and networks. It does not cover the regulation of the content of those communications. Under the Belgian constitutional regime, telecommunications falls within the competency of the Federal State while matters related to broadcasting are considered cultural matters falling under the competency of the Flemish, French-speaking and German-speaking communities (the Communities). When a network or service relates to telecommunications and broadcasting both the federal authorities and the relevant Communities are competent.

COOPERATION AGREEMENT BETWEEN THE FEDERAL STATE AND THE ‘‘COMMUNITIES’’ A cooperation agreement was concluded between the Federal Government and the Communities’ Governments to ensure the regulation of the networks used jointly for telecommunications and media purposes. This agreement entered into force on 19 September 2007. Under the cooperation procedure, the draft decisions of the different regulators may have to be submitted to the Conference of Regulators (composed of members of the Belgian Institute for Postal Services and Telecommunications (BIPT) and of the Communities regulators) who should take the decisions by consensus. In case of disagreement, the decision will be referred to a committee of ministerial representatives.

AUTHORISATION REGIME The e-communications law of 2005 foresees the principle of free provision of e-communications services and networks subject to certain exceptions. The supply or reselling in own name and for own account of electronic communications services and networks is only subject to a notification to the BIPT. Belgacom is a holder of a public fixed telephony authorisation and a public network authorisation. It has also notified a series of additional services to the BIPT. Belgium has three licensed mobile network operators: Belgacom (which offers services under the name Proximus), Mobistar and BASE. The three mobile operators are holders of a 2G license. The licenses of Proximus and Mobistar were granted in 1995 for a 15 year period. In accordance with the Royal Decree on the GSM-licenses, a GSM license is tacitly renewed unless otherwise decided at least 2 years before the end date of the license. On 25 November 2008, in order to request an additional fee from the mobile operators, the BIPT decided to block the tacit reconduction of the 2G-licenses of the three mobile operators. Belgacom challenged this decision due to the late notification by the BIPT and on 20 July 2009, the Brussels Court of Appeal annulled the decision. The Court ruled that the Proximus license had already been tacitly (and free of charge) renewed until April 2015 under the 1995 conditions. Despite the Court ruling, a law amendment published on 25 March 2010 requires the mobile operators to pay for the tacit extension of their 2G licenses until 2015. The amount of EUR 74 million for Proximus corresponds to the original 2G license fees proportionate to the spectrum quantity and duration. Operators can choose between a one-time upfront payment or recurrent annual payments. Belgacom has opted for annual payments and the first payment in the amount of EUR 12 million, was made in April 2010. Belgacom maintains its position that the tacit extension of its 2G license does not imply payment. Belgacom has filed an appeal. In the meantime, it will comply with the payment obligations with all due reserves. The three mobile operators were awarded UMTS licences in March 2001 via an auction process. Four licences were offered but only three bids were received and the concessions were sold for the minimum EUR150 million price set by the BIPT. In 2009 and 2010, the Belgian Government announced its intention to grant this fourth license to spur competition in the sector. The license would be auctioned in 2010 and would end in March 2021. The new operator would also have access to the 2G spectrum (900 and 1800 MHz). A redistribution of this spectrum is foreseen in November 2015 and existing operators would have to surrender a part of their spectrum with a guarantee to keep at least 10 MHz duplex. National roaming is also foreseen subject to certain conditions (e.g. transitory period, limitations related to coverage) and on a retail minus basis.

67 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK According to the Government’s plans, the 4G spectrum between 2500 MHz and 2690 MHz would also be auctioned in 2010 (15 year licenses), with all existing and new players invited to bid. No coverage obligations would be imposed (only an obligation to publish the effective coverage reached). The Government adopted the texts setting the conditions for the granting of these licenses. However, the status of these texts is uncertain considering the early resignation of the Belgian government in April 2010. It is not clear whether the Royal Decrees as approved in March 2010 by the Government will enter into force after signature of the King or if a new round of approval by the (new) government will occur following the comments of the State’s Council. The calendar of granting of the new licences is therefore also unclear. To assist the mobile operators in their UMTS rollout, a Royal Decree of 28 March 2007 authorised the use of GSM-900 frequencies for the provision of 3G services from 1 July 2008, without the need to pay additional fees.

PROTECTION OF END USERS The e-communications law of 2005 contains a number of rules aimed at protecting end-users mainly by ensuring more transparency, e.g. obligation to inform the customers on tariff modifications, obligation to mention once per year the most interesting tariff plan on the invoice of the customer. The law also provides that telephony, internet, television and interactive intermediary goods may be offered jointly at lower combined rate under certain conditions. However, a new law aimed at implementing the European framework in relation with the joint offers as interpreted by the European Court of Justice has fully deregulated the joint offers in Belgium and made this specific regulation in the telecom sector likely obsolete. On 28 June 2010, the BIPT imposed a fine of EUR 800,000 on Belgacom for the incomplete information of its retail customers when it reviewed its broadband offers in March 2010. Belgacom has challenged this decision before the courts but the appeal does not suspend the payment of the fine. In December 2009, the Belgian Government approved a draft law aimed at improving consumer protection rules in the telecommunications sector and focusing, for example, on answering time for call centers (assistance service) and measures in case of late payments. However, the draft law has not been tabled before the Parliament yet given the early resignation of the Government and the dissolution of the Parliament in May 2010. On 16 June 2010, the e-communications law of June 2005 was adapted to include a measure which reduces the barrier for a customer to change to another internet service provider (ISP) for its broadband connection. Some customers did not change ISP as they wanted to avoid changing their e- mail address linked to the commercial name of the ISP. By 16 April 2011, the IPS’s must offer at least 6 months free access to customers’ old email boxes and they must leave the access open to the old websites of the customers (URL) following the termination of the contract.

SPECIAL STATUS OF OPERATORS WITH SIGNIFICANT MARKET POWER Since 1999 and under the previous regulatory regime, the BIPT has consistently designated Belgacom as an operator with SMP in the voice telephony, public network and leased lines markets. Belgacom Mobile S.A. has been identified as having significant market power in the mobile and interconnection markets since 1999 and 2000, respectively. Pursuant to the EU framework and the 2005 law, the regulators are 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 regulators are required to impose new regulatory obligations and/or amend existing obligations on SMP operators or withdraw existing obligations if the market is considered as competitive. As regulators of the sector, the BIPT jointly with the Communities regulators for certain markets is in charge of the analysis of the markets identified by the European Commission as susceptible to be subject to ex ante regulation. 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. The

68 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK obligations that can be imposed are: access and interconnection, transparency, non discrimination, accounting separation, price control and cost orientation. The analysis of the markets must be updated regularly, at which time the BIPT will need to reassess the regulatory obligations it has imposed. The BIPT has finalised the first round of the analysis of the markets identified in the EC Recommendation of 2003 on relevant markets (except the roaming market now covered by the EU Regulations of 2007 and 2009 and the broadcasting market). A few markets have been identified as competitive (fixed international retail calls markets (M4&6 of EC recommendation of 2003), wholesale trunk segments of leased lines (M14/2003), wholesale mobile access and call origination (M15/2003)) and the obligations were withdrawn. On the other markets, Belgacom has been designated as SMP and a series of obligations have been maintained or imposed. In November 2007, the Commission adopted the Second edition of its Recommendation on relevant markets that results in a reduction (from 18 to 8) of the number of markets susceptible to be submitted to ex-ante regulation in particular the retail markets. Wholesale markets such as the ones that oblige Belgacom to provide access to its broadband network and the fixed and mobile call termination markets will however continue to be subject to ex-ante regulation. Remedies that have been imposed on markets that are no longer on the EC list should stay in place until a new market analysis is due and undertaken. In 2008, the BIPT initiated the second round of its market analysis process with a final decision on the national fixed retail call markets (M3&5/2003). These markets are no longer included in the 2007 EC Recommendation listing markets susceptible to be submitted to ex-ante regulation (except in case of specific national circumstances) but the BIPT has considered that they were not effectively competitive and decided to keep the existing regulation. In particular, the BIPT re-enforced the control on reflection of the Mobile termination Rates (MTR) decreases in retail fixed to mobile tariffs (100% & same day as MTR decrease). At the retail level, Belgacom has also been designated as SMP on the fixed access markets (M1- 2/2003) (with an obligation to offer wholesale line rental (WLR) on a retail minus basis but this obligation has never been implemented for practical and economical reasons) and the retail leased lines market up to 2Mbps (M7/2003). Concerning the fixed access markets, the BIPT proposed in its draft second round analysis of April 2009 to keep the obligations imposed in the first round (CSC/ CPS, non discrimination, cost accounting, prohibition of predatory prices and of price squeeze) but to withdraw the WLR obligation. However, in June 2010, the BIPT launched a consultation on a proposal to introduce a type of WLR obligation for VoIP. BIPT refers to Belgacom’s plan to move the current voice network to an IP based network. A final decision is expected in 2010. For the retail leased lines, the second round market analysis has not yet commenced (possible deregulation). At the wholesale level, Belgacom has been designated in the first round analysis as SMP on the fixed call origination market (M8/2003), the fixed call termination market (M9/2003) and the transit market (M10/2003) in 2006 and on the wholesale terminating segments of leased lines marlet (M13/ 2003) in 2007. On 23 October 2009, the BIPT submitted to a national consultation its draft decision on the second round analysis of the fixed call origination market and concluded that this market is still not competitive and proposed to keep the existing regulation imposed to Belgacom, i.e. access and interconnection, transparency, non discrimination (internal & external), accounting separation, cost orientation. Concerning the transit market that is no longer included in the EC list of markets susceptible to ex-ante regulation, the BIPT concluded in its draft second round analysis that this market is competitive and proposed to withdraw the existing obligations imposed to Belgacom. The BIPT foresaw a transition period: the obligations impacting the alternative operators will be maintained during 6 months (access and interconnection, non discrimination, reference offer, price control). Final decisions are expected in 2010. A series of alternative operators have also been designated as SMP on the fixed call termination market (M9/2003) with an obligation of price control in the form of a maximum termination rate limited to a 15% premium on Belgacom’s own rates. For Telenet and Versatel previously authorised to charge substantially higher rates, the BIPT decided to use a transition mechanism based on a glide path leading to a substantial decrease of the asymmetry over the period 2007-2009 (difference of 370% in 2007 and 190% in 2008 with Belgacom). In 2009, the fixed termination and collection charges remained unchanged in application of the BIPT decision of 26 November 2008 stabilising

69 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Belgacom’s rates until the end of 2010. As requested by the BIPT, Belgacom has withdrawn pending litigations regarding previous BRIO decisions in order to ensure stability and predictability of tariffs. On 17 January 2007, the BIPT took a decision concerning the analysis of the retail and wholesale leased lines. Under this decision Belgacom has been designated as SMP on the Wholesale terminating segments of leased lines and has been given a series of obligations in this respect (access, non discrimination, cost orientation). This decision has imposed an obligation on Belgacom to submit a Reference Offer for wholesale leased lines (Brotsoll/ Belgacom Reference Offer of Terminating Segment of Leased Line). It has also imposed the provisioning of wholesale Ethernet services. Tariffs for Ethernet based wholesale services should not be excessive and not cause a ‘‘price squeeze’’ with retail offers. On 3 September 2008, the BIPT set new prices for the regulated wholesale leased lines (partial leased lines) leading to important price decreases. The new tariffs have been applicable from 1 January 2009. Concerning the wholesale Ethernet services, suspecting a price squeeze between tariffs with retail offers, the BIPT conducted a control but concluded on 8 April 2009 that there is no price squeeze with the new tariffs notified by Belgacom on 10 January 2009 provided that no other volume discount than the one used in the test is applied. In 2008, Belgacom was also designated SMP on the local loop unbundling (LLU) (M11/2003) and wholesale bitstream (M12/2003) markets with an obligation of access to ADSL2+ and VDSL technologies at regulated prices and conditions, an obligation of cost orientation for unbundling and reasonable cost orientation for bitstream and a prohibition of price squeeze with retail prices. On 2 August 2010, the BIPT adopted a decision on the new monthly rental prices for local loop unbundling (BRUO). The price for full unbundling – unchanged since 2007 – decreases by almost 20% to EUR 7.69). This price is at the low end as compared to other EU countries (Germany: 10.20 EUR, France: 9 EUR; Italy: 8.49 EUR, UK: 8.52 EUR; Spain: 7.79 EUR, Netherlands: 6.52 EUR). The monthly price of shared access is already one of the cheapest in Europe. On 25 June 2008, Belgacom launched a commercial VDSL2 wholesale offer. On 3 July 2008, the BIPT welcomed this commercial offer but reaffirmed that this does not exempt Belgacom from offering a regulated VDSL bitstream offer. On 4 August 2008, Belgacom proposed a Wholesale Broadband Offer (WBA: Wholesale Broadband Access: the new name for ‘‘bitstream’’) that was completed on 5 November 2008 by a pricing proposal. Since then, the regulated VDSL service has been available for alternative operators. On 2 August 2010, the BIPT adopted a decision on the monthly rental for WBA. This price applies a 15% mark-up on the fibre investments for the additional related business risks. These WBA prices are at the lower end of EU benchmark. Belgacom disagrees with certain aspects of the pricing methodology for BRUO and VDSL Bitstream and is considering appealing the decisions related to BRUO and VDSL Bitstream. The BIPT intends to review again the prices for BRUO, BROBA and WBA in the first half of 2011 based on a new NGN cost model that they will develop in 2010 with the assistance of a consultant. The timing of the second round analysis of the wholesale broadband markets (LLU & Bitstream) is uncertain. The analysis of these markets must be made jointly by the BIPT and the Communities regulators in application of the Cooperation agreement concluded in 2007. Discussions between the regulators continue at slow pace and a draft decision is expected in late 2010 at the earliest with a final decision in 2011. Cable operators have to date been excluded from the unbundling and bitstream markets and from the scope of regulation despite their strong position on the retail broadband market and their remaining monopoly on the analogue cable television. The Belgian regulators at federal and regional levels are reviewing regulatory options for the coming years: both access to the cable networks and access to the broadcast functionalities of the Belgacom network are being studied. Belgacom asks the regulators to take into account the specificities of the Belgian market in its market analysis and advocates equal regulation of Belgacom/cable and resale of analogue TV. Belgacom is currently moving to a next generation network based on IP and new technologies. Certain elements of Belgacom plans in this respect (outphasing and migration of legacy technologies such as ATM and SDH, migration from PSTN to IP solutions, building outphasing) affect existing wholesale product services. As a consequence, they are subject to regulatory analysis and/or approval by the BIPT. The measures imposed by the BIPT were defined in a decision of 12 November 2008 and include : (i) an obligation to provide information to alternative operators on network changes for

70 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK the next 5 years on a ‘‘high’’ level; (ii) the modalities to keep buildings open (5 years except for building without OLO presence); (iii) measures to oblige continuation of LLU services. The European Commission is also working on a Recommendation on the regulatory treatment of NGN/NGA broadband network that aims to avoid distorsions of the EU market and provide legal certainty to operators investing into NGN. Its final adoption is expected in September 2010. Fiber to the home (FTTH) and fiber to the building (FTTB) technologies are currently not included in the scope of the Belgian regulation as no such network has been developed commercially by the operators. In May 2009, the BIPT consulted the market regarding possible strategic options to stimulate FTTH. The document aims at giving an overview of the FTTH status, identifying the problems encountered with FTTH roll-out and suggesting some actions to be undertaken by public authorities in order to stimulate FTTH roll-out in Belgium such as setting out instructions for public- private collaborations, stimulating infrastructure sharing. The BIPT itself has a certain number of competences based on the regulatory framework and might set out certain basic regulatory principles within the framework of its upcoming review of the LLU and bitstream markets. No further action has been taken since then. To be noted that in 2009 the Brussels Appeal Court annulled totally or partly several BIPT market analysis decisions following the appeals introduced by Belgacom and alternative operators: (i) the decision of 11 August 2006 on the mobile terminating market (30 June 2009), (ii) the decision of 17 January 2007 on the retail and wholesale leased lines markets (15 October 2009), (iii) the decision on the of 10 January 2008 on the LLU and bitstream markets (7 May 2009). Concerning these latter markets, the BIPT adopted a retroactive repair decision on 18 September 2009 restoring all the obligations set in the initial decision. The BIPT has stated that an improvement of the quality of the wholesale services of Belgacom is one of their priorities. Belgacom has already taken several actions to answer to this BIPT goal. The BIPT has also been conducting an audit of the operational processes of Belgacom in the summer of 2009. The audit focused on (i) non-discrimination between retail and wholesale with regard to the delivery of broadband lines, (ii) the efficiency of the operational processes and proposals for improvements and (iii) the implementation of IT adaptations. The audit was performed by an external consultant (the selected Consultant is a joint team of Analysys Mason and Solucom). The deliverable is expected to consist of a report setting out facts and a draft decision laying down recommendations or possibly remedies. The draft decision containing the final report is expected to be issued by the end of 2010. As from 1 April 2010, Belgacom moved, where appropriate, towards a new model for Premium Rate Services where Belgacom collects from customers on behalf of a third-party content provider. This is a consequence of the final circulars issued at the end of 2009 by the Ministry of Finance concerning the application of VAT on Premium Rate Services and Tax on Chance Games. As a result, the relevant revenues can no longer be considered as full Belgacom revenues. The Royal Decree of 24 March 2009 modifying the Royal Decree on Numbering of 2007 imposed to reduce the pricing to Premium Rate Services from mobile networks. The maximum retail pricing from mobile networks is set at the level of calls from fixed networks. Tariffs had been made compliant as from 21 August 2009. The maximum tariffs in this Royal Decree undermine the retention of the mobile operators when the other elements of the value chain remain unchanged. Due to a disagreement by the many involved operators, it was not feasible to define new interconnection terms increasing the retention for mobile operators. The BIPT investigated several possibilities to solve this issue, including a modification of the Royal Decree on Numbering and a possible market analysis. Negotiations continue with the involved parties on the market to find an agreement on the interconnection terms for Premium Rate Services. The BIPT initiative to organise a conciliation procedure with the whole sector has been stopped. In February 2009, the BIPT consulted the market on a possible evolution to one geographic number zone in Belgium instead of 40 currently. This would allow customers to keep their number when moving outside their current number zones and it would increase the number capacity. The BIPT proposed 3 possible scenarios: (i) abolish the numbering zones immediately, (ii) allow a natural evolution where customers can keep their number when moving to other number zones, (iii) no change of regulation. No decision has been taken so far. The three mobile operators have been designated as SMP on the mobile terminating market with stricter obligations for Belgacom (internal non discrimination and accounting separation). All operators have an obligation regarding cost orientation. A first glide path for the mobile termination

71 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK rates (MTR) was imposed in August 2006 in the first round market analysis for the period 2006-2008. The subsequent BIPT decision of December 2007 setting a new glide path reducing the large asymmetry among the mobile operator was appealed and the BIPT had to revert to the rates set in August 2006, reintroducing important asymmetries. During the period 2008-2010, the MTR remained unchanged pending the adoption of the second round market analysis decision. On 29 June 2010, the BIPT adopted a new decision on MTR market setting the glide path for the period 2010-2013. The first decrease occurred on 1 August 2010 for all three mobile operators in Belgium. For Belgacom the MTR were lowered from 7.2 euro cents to 4.62 euro cents or a decrease of 36%, while for Mobistar the MTR was reduced by 44% to 5.05 euro cents and for KPN Group (acting under the brand name Base) by 49% to 5.81 euro cents2. As the decrease for the other two mobile players is greater than for Belgacom, there has been a reduction in the asymmetry. As of August 2010, the asymmetry with Mobistar has been at 9.3% (down from 25.3%) and with Base at 25.7% (down from 58.8%). Gradual MTR decreases are foreseen until 2013 for all operators. For Belgacom the new MTR will be 3.83 euro cents on 1 January 2011, 2.46 euro cents on 1 January 2012 and 1.08 euro cents on 1 January 2013 (excluding inflation). The MTR of the two other operators will also be drastically reduced but an asymmetry, even if decreased, will be maintained until 2012. Full symmetry will be reached in 2013.

On 14 July 2010, Mobistar and KPN Group each ﬁled a separate appeal against the BIPT decision of 29 June before the Brussels Appeal Court. They both ask the court to suspend and annul the decision (especially regarding their own MTR tariffs). KPN also asks that the application of the glide path for Belgacom and Mobistar be suspended and that the MTR foreseen in the last step of the glide path be imposed on them (1.08 eurocents scheduled to apply as from 1 January 2013 in the decision) as early as from 1 August 2010. Belgacom has intervened in these appeals to protect its interests.

Belgacom has to reﬂect 100% of the MTR decreases in its retail ﬁxed to mobile tariffs on the same day as the decreases.

As indicated above, no analysis of the international roaming market has been performed by the BIPT as this market is now regulated through a European Regulation (EG No 717/2007, amended by EG No 544/2009). The ﬁrst Regulation (limited to voice calls) that entered into force in June 2007 imposed price caps on wholesale and retail tariffs in mid-2007, mid-2008 and mid-2009. On 1 July 2009, the European Roaming II Regulation amending the ﬁrst Regulation of June 2007 entered into force. Additional reductions in voice roaming charges (retail and wholesale prices) have been introduced for 2010 and 2011. A retail cap of 11 eurocents (excluding VAT) combined with a wholesale cap of 4 eurocents has been set for SMS roaming as from 1 July 2009 for outgoing SMS. Data roaming services are also regulated at wholesale level based on a price cap (calculated on a kilobyte basis), to be decreased gradually in three steps from 1 July 2009 until the end of the regulation. The Regulation will expire on 30 June 2012. On 29 June 2010, the European Commission presented an interim report on the impact of the Roaming Regulation. This report concludes that the Regulation is implemented properly, leading to lower consumer prices. However, according to this report, the structural problems that restrain the competitive dynamics of the international mobile roaming market still remain. The lack of competition is illustrated by the fact that wholesale and retail prices remain clustered around the price caps. In the Commission’s view, EU rules give operators plenty of margin to offer more attractive roaming tariffs below the regulatory limits. Ultimately the difference between roaming and national tariffs should approach zero by 2015, in line with the objectives of the Digital Agenda for Europe. This interim report does not suggest measures to address the perceived problems. The Commission will review the 2009 roaming rules in full by the end of June 2011. It will then assess whether their objectives have been achieved and whether the market for roaming services is working as it should.

UNIVERSAL SERVICE AND ADDITIONAL SERVICES The 2005 law provides a full system of appointment of the operators in charge of the various elements of the universal service and additional services. However, Belgacom remains in charge of these services 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 operators).

2 Including inﬂation

72 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 comprises the universal service obligation (or USO). It includes the provision of access to the public telecommunication 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 (but with a substantial reduction of the number from 14000 in 2005 to 2000 currently), special rates for the elderly, handicapped, and low-income individuals (social rates), a universal enquiry service and a universal directory service. Belgacom 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 number of public payphones. In 2009, the BIPT granted Belgacom the right to connect 1000 telephony customers per year with a wireless solution to save on capital spending. Universal service must be provided at or below cost, and the law has set a cap on prices to maintain the affordable nature of universal service. The secondary legislation necessary to implement the new price cap has not been adopted yet. In the absence of these measure related to definition of the basket of services and the correction factor the general evolution of the index, Belgacom is presently free of respecting such price cap. At present, universal service does not extend to mobile (except for the social rates) or broadband services. The new Directives however anticipate the possibility of defining internet access as broadband access into the telecoms package and a new debate on the scope of USO has been launched by the EC in a consultation of March 2010. The EC consulted the market on the universal service in general, and in particular on the opportunity to have broadband within the universal service scope. The Commission will report on the results in a Communication, which may be followed by legislative proposals before the end of 2010, if necessary The Commission performs a review of USO every 3 years. In its last review communication of 2008, the Commission had concluded that there was no case for amending the scope of USO to include either mobile or broadband. Concerning a better access to fast and ultrafast internet, the EU Digital agenda adopted in May 2010 indicates that by 2013, broadband coverage must be ensured for all EU citizens and that the 2020 target is internet speeds of 30 Mbps or above for all European citizens, with half European households subscribing to connections of 100Mbps or higher. Concerning the social tariffs, the BIPT has launched in March 2010, a public consultation on a draft law proposing amongst others to (i) extend the social tariffs also to internet and the bundles; (ii) extend the list of potential beneficiaries (not only the old persons and the handicapped with low revenues but all persons with low income including for example the unemployed persons) which could dramatically increase the number of social telecommunication clients, (iii) foresee an indexation of the advantages offered to the beneficiaries. The proposal does not change the designation of all operators and the financing. The draft law has not yet been tabled before the Parliament yet given the early resignation of the Government and the dissolution of the Parliament in May 2010. A Ministerial decree of 7 April 2010 has replaced the current opt-out system (subscribers must indicate that they no longer wish to receive the directory) by an ‘‘opt-in’’ system for the universal directory (white pages). From 2011, subscribers will have to make a request for the paper version of the directory. Printing and distribution of universal directory (‘‘White pages’’) is part of Belgacom’s universal service obligation but printing & distribution is currently subcontracted to Truvo. Belgacom has filed an appeal with the State’s Council against this Ministerial Decree. 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. Only if no offer is made or retained, the universal service provider will be designated ex officio, i.e. it will be designated by Royal Decree. Under the 2005 law, two funds for the financing of the Universal Service have been created: (i) to compensate the operator(s) in charge of the geographic universal service, the payphones the universal directory and the universal enquiry service and (ii) to compensate the operators that grant social rates more than proportionally compared to their market share (social tariffs fund). This social tariffs fund was activated by a Royal Decree of July 2006. As a result, the other operators, including mobile, must pay a yearly contribution to the Fund. On basis of calculations made by the BIPT in 2006 about the turnover and amount of beneficiaries, Belgacom is the only operator to receive compensation from the Fund. However the competitors launched several legal proceedings against the

73 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK legal instrument and decisions of the BIPT/Fund and have to date refused to pay. Consequently, the BIPT has withdrawn its decision related to the individual contributions. Since 2006, the Commission has also been looking into the costing and financing of the Belgian universal service obligations by means of infringement proceedings. The Commission was not satisfied with the changes made to the Belgian legislation and has referred the Belgian State to the Court of Justice. On 22 June 2010, the advocate-general (AG) of the European Court of Justice (ECJ) published his conclusions on two legal cases relating to the Belgian financing system for social tariffs. The AG adviced the court to decide that: (i) the EU Universal Service directive opposes an intervention of the legislator in the assessment of the unfair character of a universal service burden (such assessment should be made by the notified regulator, the BIPT in Belgium); and (ii) Universal Service providers can be compensated for the total amounts of the discounts they give provided that immaterial benefits are deducted for all operators. The final ECJ judgment is expected in second half of 2010. If the Court follows the AG, it means that the Belgian compensation mechanism for social tariffs was not activated in conformity with all the requirements of the EU directive. Consequently, the Belgian law would have to be modified to allow for the assessment of the burden and its unfair character by the BIPT.

Additional services Under the 1991 law, Belgacom was obliged to provide mandatory services such as leased lines, public switched data services, ISDN, telex and telegraph. Under the 2005 law, these obligations may be imposed on at least one operator. Until the appointment of another operator, Belgacom remains obliged to provide these services (under the exception of the telex that was stopped) Under the 1991 law and pursuant to the terms of the Management Contract that it concluded with the Belgian State, Belgacom has been required to provide certain ‘‘missions of general interest’’ to the Belgian public. Under this provision, Belgacom must provide limited services for civil defence and is responsible for ensuring Internet connectivity to hospitals, schools and libraries in Belgium. These services are partially funded by the Belgian State. Belgacom is also required to provide special telephone rates to Belgian press agencies as well as national newspapers and certain weekly magazines. Belgacom 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 services. It is likely that Belgacom will remain in charge of this beside new operators (especially in the provision of Internet connectivity to hospitals, schools and libraries).

MEDIA/CONTENT In 2005, Belgacom launched an IPTV offer based on xDSL technologies. In this respect, Belgacom Skynet has set up a speciﬁc susbsidiary, Skynet iMotion Activities (SiA) that is in charge of the content of the programmes (football and VoD offer). Belgacom itself is network operator and distributors of TV services through its ‘‘Belgacom TV’’ service. Belgacom Mobile S.A. also launched a mobile TV offer in 2005. For these activities, Belgacom and SiA are subject to a series of obligations imposed by the media legislations of the different Communities. In 2009, the media decrees of the French and Flemish speaking communities were modiﬁed to implement the EU directive on Audiovisual media services of 2007. In particular they have put an end to the strict obligations in terms of quota for the VOD activity (broadcasting of minimum percentages of certain programmes). The quotas have been replaced by an obligation of promotion of these programmes.

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. Its missions are defined in the law of 17 January 2003 on the BIPT status. The BIPT has a mandate to monitor markets, tariffs and the implementation of cost orientation, as well as interconnection and conciliation of disputes between operators. In addition, the BIPT has the authority to grant authorisations and the final authority to approve reference offers. The BIPT’s powers are 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

74 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 2003 law, the Belgian Government has 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. BIPT’s powers were extended by a law of 19 May 2009. The BIPT can now impose fines without a formal notice procedure even when the operator has become in the meantime compliant. The maximum cap of EUR 12.5 million for the fine was removed but the cap of 5% of annual relevant turnover was kept. BIPT can also make retroactive decisions to correct decisions that have been annulled by a court. The BIPT has also become competent for defining the rules on accounting separation. The BIPT Council is the 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 must 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. On 23 November 2009, a new BIPT Council was installed for a six year renewable term. Luc Hindryckx is the successor to Eric Van Heesvelde as President. Members are Axel Desmedt, Chares Cuvelliez, while Catherine Rutten remains on the Council. Another law adopted on 17 January 2003 as modified by a law of 31 May 2009 provides for an appeal procedure against BIPT decisions. Third parties, including the Minister of Telecommunications, may 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 the Court grants suspensive effect to the appeal. 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. Under Belgian’s institutional system, radio and television broadcasting fall within the competences of the regional authorities (the Communities). Specific regulators have been created: – French-speaking community: CSA (Conseil Supe´rieur de l’Audiovisuel) – Flemish community: VRM (Vlaamse Regulator voor de Media) – German-speaking community: Medienrat. For Brussels, the Federal State is competent and the BIPT has been designated as the regulator for the media sector. These media regulators intervene more and more in the decision making process linked to the maket analysis in application of the cooperation agreement concluded in 2007.

LITIGATION Belgacom is a party to a number of proceedings with or before the BIPT and the Belgian Competition Council concerning regulatory and competition matters. These disputes involve, among other things, the pricing for fixed and mobile interconnection and the pricing of Belgacom’s fixed and mobile retail voice services. Some of these disputes are under judicial review in Belgian commercial courts. For example, in June 2003, KPN Group Belgium (operating under the brand name Base) filed an action against Belgacom (former Belgacom Mobile – operating under the brand name Proximus) before the Commercial Court of Brussels with Mobistar joining the legal challenge in October 2004. KPN and Mobistar claimed that Belgacom applied mobile termination rates (MTR) that were too high and abused its dominant position by applying inappropriately low prices for on-net calls (calls from Proximus to Proximus). Both operators claimed for compensation. On 29 May 2007, an interim decision of the Commercial Court of Brussels declared Belgacom dominant between 1999 and 2004 and appointed two experts to examine price squeeze and anti-competitive network effects and, to assess whether damage was caused, and if so to evaluate the damage. On 2 October 2009, these experts filed a preliminary report that concluded, in particular, on the basis of an unprecedented and prospective method, that it could be considered that the alleged impact on Mobistar and KPN Group Belgium of the Proximus on-net tariffs during the years 1999-2004 amounted to EUR1,182 million. It will ultimately depend on the court (i) to decide whether anti-competitive practices have been

75 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK committed, (ii) to determine whether Belgacom Mobile is liable for such practices and (iii) to decide upon the amount of the possible damages to be paid. Belgacom continues to contest the claims of both KPN Group Belgium and Mobistar and hence also the content of the preliminary report of the panel of experts in respect of the actual existence of the infringements and in respect of the calculation of the damages. The final report is expected in October 2010 and the final ruling in 2011. Belgacom maintains that there was no abuse of its dominant position. In May 2009, the Belgian Competition Council fined Belgacom EUR 66.3 million for abuse of its dominant position during the period 2004-2005. This ruling is the conclusion of a case initiated by Base in 2005, alleging abusive pricing practices on the corporate market. In particular, Belgacom is blamed for a price squeeze by having applied retail ‘‘on-net’’ (Proximus-to-Proximus) tariffs lower than its mobile termination rates for the period 2004-2005. All other charges of the Prosecutor were rejected. The Group was obliged to pay the fine prior to 30 June 2009. Belgacom filed an appeal against the ruling of the Competition Authority with the Court of Appeal of Brussels, contesting a large number of elements of the ruling, including the fact that the market impact was not examined. In the course of 2005, Tele2 has requested the Competition Council to adopt interim measures to prevent Belgacom from maintaining its ‘‘Happy Time’’ offer (a tariff plan in which the off-peak communications are free whilst the peak communications are charged at a fixed price) arguing that such tariff is a price squeeze. In December 2007, the Brussels Appeal Court has overruled the decision of the Competition Council on the provisional measures and sent the case back to the Competition Council. Instead of asking the President to adopt a new decision on its request for interim measures, Tele2 initiated a damage claim based on an alleged abuse of dominance (the Happy Time plan) on 18 April 2008 (claim for EUR1 provisional and request for appointment of an expert to compute the precise damage). This case on the merits is still pending before the Brussels Commercial Court and the timing for a decision on the merits is unknown. With regard to the procedure on the merits before the Competition Council, on 29 September 2009, the College of Competition Prosecutors announced that it had submitted a report to the Competition Council alleging that Belgacom abused and still abuses its dominant position by engaging in a margin squeeze in relation to its fixed telephony activities. The Happy Time offer, combined with Belgacom’s tariffs on wholesale markets, would not allow alternative operators to obtain reasonable profit margins. A final decision of the Competition Authority is expected in 2010. Belgacom continues to contest the claim of KPN Belgium initially lodged by Tele2. A complaint was filed against Belgacom in 2002 by Codenet, Colt Telecom, Versatel and Worldcom before the Competition Authority for alleged abuse of dominance in relation to its fixed telephony business. The alleged abuse consisted of a margin squeeze and loyalty-enhancing rebates through its ‘Benefit Excellence’ offer. 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. On 18 September 2009, the prosecutor of the Competition Authority decided not to pursue further and to close the investigation for priority reasons. No appeal was brought by an interested party against this decision.

MANAGEMENT Belgacom Corporate Governance aims to deﬁne a set of rules and behaviours according to which companies are properly managed and controlled, with the objective of increasing transparency. It is a system of checks and balances between the shareholders, the Board of Directors and management. Belgacom is committed to comply with the legal, regulatory, and more speciﬁcally the best practices of Belgium’s Corporate Governance Code.

Belgacom Governance Model At Belgacom, the Articles of Association are strongly influenced by the specific legal status of the company. As a limited liability company under public law, Belgacom is in the first instance governed by the Law of 21 March 1991 on autonomous public sector enterprises (‘‘the 1991 Law’’). For matters not explicitly regulated otherwise by the 1991 Law, Belgacom is governed by Belgian corporate law. The key features of Belgacom’s Governance model are: * a Board of Directors, which defines Belgacom’s general policy and strategy and supervises operational management;

76 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK * the creation by the Board of Directors within its structure of an Audit and Compliance Committee, a Nomination and Remuneration Committee and a Strategic and Business Development Committee; * a President & Chief Executive Ofﬁcer, who takes primary responsibility and ownership for operational management (including, but not limited to, day-to-day management); * a Management Committee, which assists the President & Chief Executive Ofﬁcer in the exercise of his duties.

Board of Directors As provided for in the 1991 Law, the Board of Directors is composed of: – Directors appointed by the Belgian State in proportion to its shareholding; – Directors appointed by a separate vote among the other shareholders, for the remaining seats. These directors are independent according to the criteria of article 526ter of the Belgian Code of Companies and the criteria of the Belgian Corporate Governance Code. The Board of Directors is composed of maximum 16 members, including the person appointed as President & Chief Executive Officer. The Board of Directors meets whenever the interests of the Company so require or at the request of at least two directors. In principle, the Board of Directors meets every year in four regularly scheduled meetings. The Board of Directors must also evaluate the strategic long-term plan in an extra meeting each year. In general, the Board’s decisions are made by a simple majority of the Directors present or represented, although for certain issues, a special majority is required. The Board of Directors has adopted a Board Charter which, 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 526ter of the Belgian Code of Companies. The members of the current Board of Directors of Belgacom are as follows:

Term Name Age Position Director since Expires Theo Dilissen(1) 56 Chairman of the Board(*) 2004 2015 Didier Bellens(1) 54 President and CEO 2003 2015 Martine Durez(1) 59 Director 1994 2012 Mimi Lamote(1) 45 Director 2006 2012 Michel Moll(1) 62 Director 1994 2012 Miche`le Sioen(1) 44 Director 2006 2012 Paul Van de Perre(1) 57 Director 1994 2012 Jozef Cornu(2) 65 Director 2009 2015 Guido J.M. Demuynck(2) 59 Director 2007 2013 Pierre-Alain De Smedt(2) 66 Director 2004 2016 Carine Doutrelepont(2) 49 Director 2004 2013 George Jacobs(2) 69 Director 2004 2013 Oren G. Shaffer(2) 67 Director 2004 2013 Lutgart Van den Berghe(2) 58 Director 2004 2016 (*) As Chairman until 2012 (1) Appointed by the Belgian State (2) Appointed by the shareholders’ meeting and independent Theo Dilissen (1). Theo Dilissen was appointed as Chairman of the Board of Directors of Belgacom in October 2004. Since June 2010, Mr. Dilissen is CEO of the Belgian activities of ARCADIS. Previously he 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). From September 2005 till the end of January 2008 he was President & CEO of Aviapartner. Since

77 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 2008 he has been Executive Chairman. 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. His mandate was renewed in March 2009 for a six-year term. Mr. Bellens is a member of the Board of Directors of Belgacom ICS, the Telindus Group, Scarlet & Tango. Between 2000 and 2003, Mr. Bellens served as the CEO of the RTL Group in Luxembourg and between 1992 and 2000, as the Managing Director of the Group Bruxelles-Lambert. He holds a degree in management engineering from the Solvay Business School (ULB). Martine Durez (1). Martine Durez was appointed director in December 1994. Ms. Durez was the Chief Financial and Accounting Officer at La Poste till January 2006 when she became Chairman of the Board of La Poste. Ms. Durez was also Professor of Financial Management and Analysis at the University of Mons-Hainaut till 2000. 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 PhD in Applied Economics from the University of Brussels (ULB). Mimi Lamote (1). Mimi Lamote was appointed director in December 2006. Ms. Lamote is Vice-President at Pearle Europe, Amsterdam. She started her career in retail in 1988: she occupied different functions in C&A Europe. From 2001 until 2005, Ms. Mimi Lamote was General Manager of C&A Belgium-Luxembourg. From 2001 until 2004 she was member of the Board of Directors of the Federation of Enterprises in Belgium (FEB). In the same period, Mrs. Lamote was also member of the Board of Directors of Fedis (Federation of Distribution). From January 2005 until June 2006 she was CEO of SCF (Belgium-Lithuania), listed on the Belgian stock market. From February 2007 until October 2009, Ms. Lamote worked as COO in ZNA (hospital network Antwerp). She holds a university degree in Applied Economic Sciences of the University of Antwerp and a master in Retail Management of the Tias University of Tilburg. Michel Moll (1). Michel Moll was appointed director in December 1994. Mr. Moll serves as a non executive director in industrial and financial companies such as Socie´te´ Nationale de Construction Ae´rospatiale and the Belgian Corporation for International Investment (SBI). He is also a Censor of the National Bank of Belgium. Until April 2007 he was President & CEO of the limited liability company BATS (Belgian Advanced Technology Systems), specialised in Security Electronics, in Lie`ge. Until December 2005, Mr. Moll was President of the venture company BRUFICOM and before that he was manager and director of the National Investment Corporation (SNI) in Brussels. Mr Moll graduated as Engineer in Applied Economics from the business school of the University of Louvain (UCL). Miche`le Sioen (1). Miche`le Sioen was appointed director in December 2006. Since 2005 Ms. Sioen is CEO of the Sioen Industries group . She started her career in 1988 at an IT company. Two years later she was appointed director of the Board of Directors of Sioen Industries and actively joined the Sioen Industries group. The group produces and processes technical textiles, designs and manufactures personal protective clothing and produces fine chemicals. Furthermore, Miche`le Sioen is president of Fedustria (the Belgian association of textile, wood and furniture industries). She holds a degree in Economics and several post-graduate degrees. 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 director of Grontmij NV, Greenbridge Incubator (University of Ghent) and member of the Investment Committee of PMV. Mr. Van de Perre is CEO of Five Financial Solutions (corporate finance) and CEO of Caesar Real Estate Fund (real estate finance). Mr. Van de Perre holds an MBA and Master in Economics and is a certified accountant (IAB). Jozef Cornu (2). Jozef Cornu was appointed director in 2009. Mr. Cornu embarked on his career at the Brown Boveri Research Center (now ABB) in Switzerland in 1970. From 1973 until 1982 he held various positions in Bell Telephone Mfg Co, the Belgian subsidiary of the ITT Group. From 1982 to 1984 he was CEO of Mietec, a start-up semiconductor company. From 1984 to 1987 he was General Manager of Bell Telephone Mfg Co. From 1988 to 1995 he was a member of the Management Board of Alcatel NV, before assuming the post of General Manger of Alcatel Telecom from 1995 to 1999. From 2000 to 2008 he was a member of the board of Alcatel (and later Alcatel- Lucent) and advisor to the chairman until 2004. From 2006 to 2007 he was chairman of ISTAG (Information Society Technologies Advisory Group) of the European Union. From 2007 to 2008 he

78 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK was chairman of Medea+, the European Eureka programme for research in Microelectronics. Mr Cornu was CEO of Agfa-Gevaert from 1 December 2007 until 27 April 2010. He is also a non- executive director at KBC. Mr Cornu holds a degree of civil engineer in electrical and mechanical engineering from the Catholic University of Leuven, as well as Ph.D. in electronics from Carleton University in Ottawa, Canada. Guido J.M. Demuynck (2). Guido J.M. Demuynck was appointed director in April 2007. Mr. Demuynck is CEO of Liquavista since August 2009. He held various positions within Philips from 1976 till 2002. Amongst others, he was Vice President Marketing Audio in the USA, CEO of Philips in South Korea, General Manager Line of Business Portable Audio in Hong Kong and CEO Group Audio in Hong Kong. In 2000, he became CEO Product Division Consumer Electronics in Amsterdam and member of the Group Management Committee of Philips. In 2003, Mr. Demuynck joined Royal KPN where he became member of the Board of Management and CEO of the Mobile Division (KPN Mobiel Netherlands; Base Belgium, E-Plus Germany). Between June 2006 and July 2008, he was CEO of Kroymans Corporation BV in the Netherlands. Mr. Demuynck is also member of the Supervisory Board of Tom Tom since June 2005. He holds a degree in applied economics from the university of Antwerp (UFSIA) and a degree in marketing from the University of Ghent (R.U.G.). Pierre-Alain De Smedt (2). Pierre-Alain De Smedt was appointed director in March 2004. Mr. De Smedt is Chairman of Febiac (Fe´de´ration belge de l’Automobile et du Cycle). From 1999 till end of 2004 he was Executive Vice President of Renault. 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 the chairman of the Board of Deceuninck Plastics Group and a member of the Board of Avis Group and Alcopa (Group Moorkens). He is the Vice President of FEB/VBO (Fe´de´ration des Entreprises de Belgique). He is a graduate in engineering and economics from the University of Brussels (ULB). Carine Doutrelepont (2). Carine Doutrelepont was appointed director in March 2004. Ms. Doutrelepont is a lawyer at the Brussels’ Bar and member of the Bar of Paris. She is the founding partner of the Belgian law firm Doutrelepont & Partners, which is specialising in Information and Communication Technologies, Intellectual property, Media law, Competition matters and European law. She holds a PhD in law from the University of Brussels (ULB). She is a Professor of Media Law, Intellectual Property Law, and European Law at the ULB Faculty of law, at the Institute for European Studies, as well as in universities in other countries. She is also President of the Information and Communication Law Centre of the ULB. For years, she worked as an Expert for the European Commission (General Directorate Internal Market), at the Belgian Senate and at the Belgian Competition Authority. Since 2008, she is a Member of the Royal Academy of Belgium (Technology and Society Section). She is the author of several books and publications. Georges Jacobs (2). Baron Georges Jacobs was appointed director in March 2004. He is Chairman of the Board of Directors of Delhaize Group. Mr. Jacobs started as an economist at the International Monetary Fund (USA). Later, he joined the UCB Group and was appointed Director and CEO of UCB in 1987 until 1 January 2005, when he became Chairman of the Board. He holds a law degree and a degree in economics from UCL, as well as a Master of Arts in Economics from the University of California, Berkeley. Oren G. Shaffer (2). Oren G. Shaffer was appointed director in April 2004. Formerly, Mr. Shaffer was Vice Chairman and Chief Financial Officer of Qwest Communications from 2002 to 2007 and President and Chief Operating Officer of Sorrento Networks. He was a member of the Board of Directors at Belgacom from 1996 to 2000. He is a member of the Board of Intermec and Terex Corporation. 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. Lutgart Van den Berghe (2). Prof. dr. Lutgart Van den Berghe was appointed director in March 2004. Ms. Van den Berghe holds a PhD in economics from Gent University where she is an extraordinary professor. She is a Partner at the Vlerick Leuven Gent Management School and executive director of GUBERNA, the Belgian Directors’ Institute. She lecturers 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). The business address of each of the members of the Board of Directors is the registered office of Belgacom SA, Boulevard du Roi Albert II- Koning Albert II-laan 27, B-1030 Brussels.

79 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 others duties.

Committees of the Board of Directors In accordance with the bylaws, Belgacom has: * An audit and Compliance Committee (ACC) normally consisting of five non-executive Directors, the majority of whom must be independent. In line with its charter, the ACC is chaired by an independent Director. The Audit and Compliance Committee’s role is to assist and advise the Board of Directors in its oversight of : * the financial reporting process; * the efficiency of the systems for internal control and risk management; * the Company’s internal audit function and its efficiency; * the quality, integrity and legal control of the statutory and consolidated accounts and the financial statements of the Company, including follow up of questions and recommendations made by the auditors; * the relationship with the Company’s auditors and the assessment and monitoring of the independence of the auditors, * the Company’s compliance with legal and regulatory requirements and the compliance within the Company with Company’s Code of Conduct and the Dealing Code. * The Audit and Compliance Committee meets at least once every quarter. Mr. Pierre- Alain De Smedt (Chairman), Messrs. Michel Moll, Oren G. Schaffer and Paul Van de Perre are the current members of the Audit and Compliance Committee. * A Nomination and Remuneration Committee (NRC) consisting of four Directors. In line with its charter, this committee is chaired by the Chairman of the Board of Directors, who is an ex-officio member. One member is chosen among the Directors appointed by the Belgian State. Two members must be appointed among the independent Directors. The NRC meets at least four times a year and assists and advises the Board of Directors regarding: * the nomination of candidates for appointment to the Board of Directors and the Board Committees; * the appointment of the President and Chief Executive Officer and of the members of the Management Committee on proposal of the President and CEO; * the appointment of the Secretary General; * the remuneration of the members of the Board of Directors and the Board Committees; * the remuneration of the President and CEO and the members of the Management Committee * the review on an annual basis of the remuneration philosophy and strategy for all personnel, and specifically the compensation packages of top senior management; * the oversight of the decisions of the President and CEO with respect to the appointment, the dismissal and the compensation of management; * Corporate Governance issues. * A Strategic and Business Development Committee (SBDC) consisting of six Directors. In line with it charter, the President and Chief Executive Officer and the Chairman of the Board of Directors are ex-officio members, and the Committee is chaired by the Chairman of the Board of Directors. One additional member is chosen among the Directors appointed by the Belgian State. Three members must be appointed among the independent Directors. The SBDC‘s role is to review envisaged acquisitions, mergers and divestments over EUR 100 million and to review large corporate restructuring programs. If appropriate, the Board of Directors can decide on establishing a special ad hoc Committee, dealing with a specific subject, and composed of members with the appropriate experience.

80 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK President & Chief Executive Officer The President and Chief Executive Officer is appointed by the Belgian State by Royal Decree deliberated in the Council. Appointments are for a renewable six-year term, and can be terminated only by Royal Decree deliberated after discussion in the Council of Ministers. In line with the 1991 Law and the Company’s Articles of Association, the President & Chief Executive Officer is a member of the Board of Directors. The President & Chief Executive Officer and the Chairman of the Board of Directors must come from different language groups. The President & Chief Executive Officer is entrusted with day-to-day management, and reports to the Board of Directors. In addition, in line with the 1991 Law and the company’s Articles of Association, the Board of Directors may, deciding by a majority of two thirds of its members present or represented, delegate all or part of its powers to the President & Chief Executive Officer, with the exception of: * the approval of the Management Contract with the Belgian State and changes to it; * the establishment of the business plan and general policy of the company; * the supervision of the President & Chief Executive Officer; * the other powers explicitly reserved by law to the Board of Directors which include, for example, the establishment of the annual accounts for submission to the General Shareholders Meeting and the preparation of merger proposals. The Board of Directors has delegated broad powers to the President & Chief Executive Officers. The current President & Chief Executive Officer is Mr. Didier Bellens. Mr. Bellens’ six-year fixed-term contract started as from 1 March 2003 and was renewed in December 2008 for a new six- year term that will end on 28 February 2015.

Management Committee The members of the Management Committee are appointed and dismissed by the Board of Directors on proposal of the President & Chief Executive Officer, after consultation of the Nomination & Remuneration Committee. The powers of the Management Committee are determined by the President & Chief Executive Officer. 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. The current members of the Management Committee, in addition to the CEO, are as follows:

Name Age Position Scott Alcott 44 Executive Vice-President Service Delivery Engine & Executive Vice-President Enterprise Business Unit – ad interim Astrid De Lathauwer 46 Executive Vice-President Human Resources Ray Stewart 61 Executive Vice-President Finance & CFO Michel Georgis 57 Executive Vice-President Consumer Business Unit Gre´goire Dallemagne 37 Executive Vice-President Strategy The business address of each of the members of the Management Committee is the registered ofﬁce of Belgacom S.A., Boulevard du Roi Albert II- Koning Albert II-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 others duties.

INFORMATION ABOUT THE CAPITAL OF BELGACOM At the end of June 2010, the share capital of Belgacom amounted to EUR 1 billion (fully paid up), represented by 338,025,135 shares, with no par value and all having the same rights, provided such rights are not suspended or cancelled in the case of treasury shares.

81 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Distribution of retained earnings of Belgacom, the parent company, is limited by a restricted reserve built up in prior years in accordance with Belgian Code of Companies up to 10% of Belgacom’s issued capital. Belgacom has a statutory obligation to distribute 5% of the parent company income before taxes to its employees. In the accompanying consolidated financial statements, this profit distribution is accounted for as personnel expenses. 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 program 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. On 25 August 2006, the Board of Directors decided to conduct a share buy-back for a maximum amount of EUR 200 million that started on 28 August 2006 and was completed on 11 October 2006. In total, 6,782,656 shares were bought on the stock exchange at an average price per share of EUR 29.49. On 11 April 2007, the Extraordinary General Meeting of Shareholders approved the cancellation of 23,750,000 treasury shares with a value of EUR 644 million, of which 7,450,000 with dividend rights and 16,300,000 without dividend rights. On 18 October 2007, the Board of Directors decided to conduct a share buy-back for a maximum amount of EUR 230 million that started on 13 November 2007 and was completed on 3 March 2008. In total, 7,038,765 shares were bought on the stock exchange at an average price per share of EUR 32.68. On 24 July 2008, the Group decided to conduct a share buyback for a maximum amount of EUR 200 million. The program was launched on 4 August 2008 and finalised on 26 November 2008. The Group bought back 7,379,925 shares at an average price of EUR 27.10. 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 to 2008 have been cancelled. As a result of the buy-backs, Belgacom holds 16,698,455 or 4.94% of the total shares on 31 July 2010, of which 2,943,844 with suspended dividend rights and 13,754,611 without dividend rights. 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 20% of its outstanding share capital.

Discounted Share Purchase plans In 2004, 2005, 2006, 2007, 2008 and 2009 the Group launched Discounted Share Purchase Plans (hereafter ‘‘DSPP’’). Under the 2004 plan, Belgacom sold 1,842,026 shares to all employees with a discount of 16.67% compared to the issuance price of the initial public offering (EUR 24.50 per share). Under the 2005, 2006, 2007, 2008 and 2009 plans, Belgacom sold respectively 139,198, 138,549, 134,649, 125,143 and 221,238 shares to the senior management of the Group at a discount of 16.67% compared to the market price (respectively EUR 29.92, EUR 25.95, EUR 32.71, EUR 29.14 and EUR 22.71 per share). The cost of the discount amounted to EUR 8 million in 2004, EUR 0.7 million in 2005, EUR 0.6 million in 2006, EUR 0.7 million in 2007, EUR 0.6 million in 2008 and EUR 0.8 million in 2009 and was recorded in the income statement as personnel expenses.

Stock Option Plan In 2004, 2005, 2006 and 2007 2008 and 2009 Belgacom launched Employee Stock Option Plans (hereafter ‘‘ESOP’’) whereby respectively 1,128,500, 538,541, 608,928, 475,516, 796,197 and 1,008,021 share options were granted to the key management and senior management of the Group.

82 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK In 2009, the Group gave the opportunity to its option holders to voluntary extend the exercise period of all the plans (except the plan 2009) with 5 years, within the guidelines as established by the law.

Stock options – Situation 31/12/2009 2004 2005 2006 2007 2008 2009 Granted 1.128.500 538.541 608.928 475.516 796.197 1.008.021 Forfeited -41.012 -29.626 -9.617 -6.923 0 0 Exercised -791.602 -68.217 -111.496 0 0 0 Vested/Exercisable 295.886 440.698 487.815 334.171 297.619 3.621 Expired 0 0 0 0 0 0 Outstanding 295.886 440.698 487.815 468.593 796.197 1.008.021 Strike 24,5 29,2 25,94 32,71 29.14 22.71 Contractual life 7 years(*) 7 years 7 years 7 years 7 years 7 years Extension of the contractual life in 2009 5 years 5 years 5 years 5 years 5 years —

(*) The options granted to the CEO have a contractual life of 8 years. During the ﬁrst six months of 2010, the Group sold 294,304 treasury shares to its senior management for EUR6 million under discounted share purchase plans at a discount of 16.67%. During this period, employees exercised 401,971 share options, for which treasury shares were used. In 2010 the Group granted 1,023,210 new share options to its key management and senior management with an exercise price of EUR26.445.

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 5 years after the publication in the Belgian Official Gazette (which took place on 25 May 2009). 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 Banking, Finance and Insurance Commission (BFIC) of a public takeover bid on the shares of Belgacom. This authorisation is valid for 3 years from 14 April 2010 (being the date of publication in the Belgian State Gazette). 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 8 April 2009 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 the legally allowed maximum of number of shares of Belgacom’ 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 8 April 2014 (i.e., for a period of 5 years as from 8 April 2009). 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 June 2010). 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.

INFORMATION ABOUT THE DEBT INSTRUMENTS OF BELGACOM In November 2006, taking advantage of the favourable conditions in the bond market at that time, Belgacom successfully issued a EUR 1.65 billion inaugural bond. Belgacom used the proceeds to

83 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK refinance the bridge credit facility for the acquisition of the remaining 25% stake in Belgacom Mobile as well as for general corporate purposes. In order to finance the acquisition of the Tango Group and the Scarlet Group, Belgacom increased its debentures by EUR 375 million in November 2008 and issued a non-current unsubordinated debenture for a nominal amount of EUR 125 million in December 2008. All long term debt is unsecured. This results in the situation as described below: The 2006 bond is denominated in EUR and comprises three tranches: – EUR 300 million with a maturity of 3 years at a variable rate with a spread of 13 bps over Euribor 3M. This tranche matured in November 2009. – EUR 600 million with a maturity of 5 years at a fixed rate with a coupon of 4.125%, corresponding to a spread of 28 bps over the mid-swap rate. This tranche has been increased with EUR 175 million in November 2008. – EUR 750 million with a maturity of 10 years at a fixed rate with a coupon of 4.375%, corresponding to a spread of 45 bps over the mid-swap rate. This tranche has been increased with EUR 200 million in November 2008. The December 2008 public bond for a nominal amount of EUR 125 million has a maturity of 5 years at a fixed rate with a coupon of 6%.

Additional Information Registered Ofﬁce: Boulevard du Roi Albert II/Koning Albert II-laan, 27 1030 Brussels, Belgium VAT BE 0202.239.951, Brussels Register of Legal Entities For Financial Information : VP Investor Relations Boulevard du Roi Albert II/Koning Albert II-laan, 27 1030 Brussels, Belgium Tel : + 32 202 82 41

84 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK SELECTED FINANCIAL INFORMATION Selected Consolidated Financial Information of the Belgacom Group

31 December 31 December 30 June 30 June 2008 2009 2009 2010 (IFRS – EUR millions) Total Assets 7.782 7.450 7.538 8.389 Shareholders’ Equity (Group Share) 2.271 2.521 2.142 2.838 Total Revenue 5.986 6.065 2.996 3.741 Operating Income (before depreciation and Amortization) 1.905 1.967 932 1.435 Operating Income 1.161 1.261 580 1.034 Net Income (Group Share) 800 904 400 841 Cash Flows from operating activites 1.552 1.406 625 923 Capital Expenditures -764 -597 -270 -376 Cash flows from/(used in) other investing activities -380 -12 7 51 Free Cash Flow (before financing activities) 409 797 362 598 Net cash (used in)/provided by financing activities -570 -1.030 -620 -573 Net increase/(decrease) of cash and cash equivalents -161 -233 -257 25

85 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK STRUCTURE OF THE GROUP (BE) W SA NV NV (B) (B) (ex WIN) Scarlet Scarlet Belgacom Belgium Business 100% 100% - 1 share 100% - 1 share (BE) (NL) For NV België Mobile Mobile Scarlet Holding BV Holding 100% 100% NV Ltd (NL) Scarlet Bluetel Holding 8% 100% in liquidation in 1 share 1 share BV Sarl (FR) (NL) Scarlet Telecom Allo Bottin Allo 100% 50% 100% - 5 shares (B) Tunz. Com S.A 40% BICS (CH) Land Inc. Switzer- (USA) ONLIVE 100% 2,6% BICS North (LU) Inc (U S) America Ment SA Develop- 100% Belgacom 100% (ES) BICS BICS Spain ICT (BE) 100% Bridging Bridging Belgacom 100% Srl (IT) It a l y BICS BICS (BE) (BE) Flagey Gebouw 100% Omroep- Connect- Immo NV 100% 2.000 5% or shares BICS BICS Limited Asia Pte 100% NV BICS (BE) BICS BICS Land Deutsch- GmbH (DE) 57,6% 100% NV (PT) MBS (BE) BICS Portugal TELECOM 100% SA AB 100% (LU) BICS (SE) Remark: this schedule does not include entities entities include not does schedule this Remark: Finance Sweden Sweden Belgacom Telindus SAU (ES) SAU 100% 100% Isit ICT BV (NL) Services SAS (FR) BICS France 100% Belgacom NV (NL) Re KK 5 shares Isit BV (JP) (LU) BICS Japan Finbel Isit 100% 100% BV (NL) 100% Education Support & BICS (NL) van Publiek Recht (BE) Recht Publiek van Nederland 100% 1 share SAS NV (AT) BICS BICS Telindus Marocco Opal GmbH Austria Belgacom 100% 99,95% 100% 1 share 1 share 100% - (CN) BICS 1 share China (FR) Limited (FR) -1 share -1 Groupe 100% Telindus France SA NV Telindus (BE) (BE) UK 100% France SAS Ltd Skynet Skynet 100% (UK) iMotion 100% BICS BICS Activities -2 shares -2 Belgacom 100%

(LU) Beim 2 shares 2 Kreuz SA Weissen- Telindus Surveill. Ltd (UK) NV Solutions 100% (BE) Group Telindus 100% NV Int . SA (NL) (NL) (LU) (LU) Lac BV Telec- Sahara Sahara 51% Ventures Telindus 65% 100% 99% 100% Tronics SA (BE) BGIS Tango SA (LU) Services 33,8% Ltd (UK) 66,2% Telindus 100% Sarl (LU) (LU) Tango Inve st 100% Mobile SA Belgacom 100%

100% 100% 50% Tional BV (NL) BV (NL) Telindus Interna- Telindus 100% (LU) NV Tango (BE) Fixed SA 100% 1 share Euremis 50% 100% (BE) E-Port Comm.

System NV System 1 share 1

Com (BE)

SCRL Structure as on 31/07/2010Structure 100% - 100% Beldis-

86 c103332pu040 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK TAXATION

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

Luxembourg The following summary is of a general nature and is included herein solely for information purposes. It is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

Withholding Tax (i) Non-resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 (the Laws) mentioned below, there is no withholding tax on payments of principal, premium or interest made to non-resident holders of Notes, 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 held by non-resident holders of Notes. Under the Laws implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the Territories), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which are resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it is currently levied at a rate of 20% and will be levied at a rate of 35% as of 1 July 2011. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Laws would at present be subject to withholding tax of 20%.

(ii) Resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005, as amended (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes. Under the Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is resident of Luxembourg will be subject to a withholding tax of 10%. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of 10%.

Belgium Withholding Tax Interest 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)inan exempt securities account (an Exempt Account) with the X/N Clearing System or with a participant or sub-participant in such system (a ‘‘Participant’’).

87 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK Investors which can hold an Exempt Account are those entities referred to in article 4 of the Arre´te´ royal du 26 mai 1994 relatif a` la perception et a` la bonification du prećompte mobilier (Belgian Royal decree of 26 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 tax resident companies subject to corporate income tax as specified in article 2, §1, 5˚, b) of the Income Tax Code of 1992 (the Tax Code); 2. institutions, associations or companies specified in article 2, §3 of the law of 9 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 27 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 within the meaning of 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 organised under foreign law being an undivided estate managed by a management company on behalf of the participants provided that 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. 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 Euroclear or Clearstream, Luxembourg in their capacity as participants to the X/N Clearing System, provided that Euroclear or Clearstream, Luxembourg is able to identify each holder for whom they hold notes in an Exempt Account. 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. 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, the profits are realised within the framework of the normal management of a private estate and the income is received outside Belgium. Even if this would not be the case, tax treaties traditionally grant the sole taxing jurisdiction to the resident state in such case. Transfer Tax A taxe sur les ope´rations de bourse (tax on stock exchange transactions) at the rate of 0.07 per cent. (subject to a maximum amount of c500 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.

88 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK A taxe sur les reports (tax on purchase transactions) at the rate of 0.085 per cent. (subject to a maximum of c500 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, provided they deliver an affidavit to the financial intermediary in Belgium confirming their non-resident status, and certain Belgian institutional investors as defined in article 1261,2˚ of the Code des droits et taxes divers (Code of miscellaneous duties and taxes).

EU Savings Directive Under the Savings Directive, each Member State is required, 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 or to certain limited types of entities established in that other Member State. However, for a transitional period, 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 adopted similar measures (a withholding system in the case of Switzerland). On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission’s advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. The European Parliament expressed its opinion on the proposal on 24 April 2009 and the Council adopted unanimous conclusions on 9 June 2009 relating to the proposal. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above.

89 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK SUBSCRIPTION AND SALE

The Dealers have in an amended and restated Programme Agreement dated 24 September 2010 (the Programme Agreement), agreed with the Issuer 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, the Issuer has 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. Terms used in this paragraph have the meanings given to them by Regulation S under 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.

Public Offer Selling Restrictions under the Prospective Directive 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 which are the subject of the offering contemplated by this Prospectus as completed by the ﬁnal terms in relation thereto 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) if the final terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable;

90 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK (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 c43,000,000 and (3) an annual net turnover of more than c50,000,000, as shown in its last annual or consolidated accounts; (d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (b) to (e) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 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 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 Issuer; 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 Financial Instruments and Exchange Law of Japan (the Law No. 25 of 1948, as amended; the FIEL) 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, or for the beneﬁt of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

Belgium Unless the Prospectus as approved by the Commission de Surveillance du Secteur Financier is passported into Belgium in accordance with the Belgian Law of 16 June 2006 on public offerings of

91 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK investment instruments and the admission of investment instruments to trading on a regulated market (the Law) and the Notes may be offered publicly in Belgium (the Public Offer), the offering will be exclusively conducted under applicable private placement exemptions and the restrictions described below will apply. Absent a Public Offer, neither the Prospectus nor any other offering material related to the Notes will have been or will be notified to, and neither the Prospectus nor any other offering material relating to the Notes will have been or will be approved or reviewed by, the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financie`re et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen or the CBFA). The CBFA has not commented as to its accuracy or adequacy or recommended the purchase of the Notes, nor will the CBFA so comment or recommend. Any representation to the contrary is unlawful. Absent a Public Offer, each Dealer has represented and agreed that it will not: (a) offer to sell, resell, transfer or deliver, or take any steps thereto, directly or indirectly, any Notes, and distribute, directly or indirectly, this Prospectus or any other material relating to the Notes to any persons in Belgium other than to (i) qualified investors as defined in article 10 of the Law and any implementing royal decree or (ii) investors other than qualified investors in circumstances which would not require the publication by Belgacom of a prospectus, information circular, brochure or similar document pursuant to article 3 of the Law; nor (b) sell, resell, transfer or deliver, or take any steps thereto, directly or indirectly, any Notes, to any person qualifying as a consumer within the meaning of Article 2.3 of the Belgian law of 6 April 2010 on trade practices and consumer protection, unless such sale is made in compliance with this law and its implementing regulation. The Prospectus and any other offering material relating to the Notes that you may receive is intended for your confidential use only, and may not be reproduced or used for any other purpose. Any action contrary to these restrictions may cause you and Belgacom to be in violation of applicable Belgian securities laws. Pursuant to the Royal Decree dated 30 July 2008 published in the Belgian State Gazette on 25 August 2008, as from 4 September 2008, the Royal Decree dated 17 May 2007 on primary market practices will only apply to public offers of the Notes, requiring, in accordance with the law and any implementing royal decree, the publications of a prospectus subject to the prior approval of the CBFA, and will not apply to public offers of the Notes in Belgium with a Prospectus passported into Belgium. In relation to a Public Offer, each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that for so long as the royal decree of 17 May 2007 on primary market practices (the Royal Decree on Primary Market Practices) applies to Public Offers in Belgium, any Public Offer in Belgium will be in accordance with the provisions of the Royal Decree on Primary Market Practices.

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 Issuer nor any of the other Dealers shall have any responsibility therefore. Neither the Issuer nor any of the Dealers represent 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 Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

92 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK GENERAL INFORMATION

Authorisation The update of the programme and the issue of Notes by Belgacom has been duly authorised by a resolution of the Board of Directors of Belgacom dated 28 October 1999 which was conﬁrmed and extended on 25 April 2001 and 24 July 2008 and 6 May 2010.

Listing of Notes 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 regulated market of the Luxembourg Stock Exchange and to be listed on the Ofﬁcial List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).

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 for inspection from the registered offices of the Issuer and from the specified office of the Domiciliary Agent: (a) the constitutional documents (with an English translation thereof) of the Issuer; (b) the audited consolidated financial statements of the Group in respect of the financial years ended 31 December 2008 and 31 December 2009 (with an English translation thereof) and the H1 reports of the Group containing the consolidated reviewed interim financial statements for the half years ended 30 June 2009 and 30 June 2010; (c) 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 Deed of Covenant and the Domiciliary Agency Agreement; (e) a copy of this Prospectus; (f) 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 Issuer 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). 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 System The Notes have been accepted for clearance through the X/N Clearing System, Euroclear and Clearstream, Luxembourg. The appropriate Common Code and 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 the X/N Clearing System is S.A. Banque Nationale de Belgique, boulevard de Berlaimont 14, B-1000 Bruxelles, Belgium. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

93 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK 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 the Issuer or its subsidiaries since 30 June 2010 and there has been no material adverse change in the financial position or prospects of the Issuer or its subsidiaries as a whole since 31 December 2009.

Litigation Save as set out on pages 75-76 in relation to the Group, neither the Issuer nor any of its 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 the Issuer 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 the Issuer and its subsidiaries.

Auditors Up until 14 April 2010, the auditors of the Group were Ernst & Young Re´viseurs d’Entreprises S.C.C.R.L. (represented by Marnix Van Dooren), members of the Belgian Institute of Company Auditors, who have audited the consolidated financial statements of the Group in accordance with generally accepted auditing standards in Belgium for each of the two financial years ended 31 December 2008 and 31 December 2009, and have issued an audit opinion without qualification, in accordance with generally accepted auditing standards in Belgium. On 14 April 2010, Deloitte Bedrijfsrevisoren BV ovve CVBA (represented by Geert Verstraeten and Luc Van Coppenolle) was appointed as auditors of the Group. The auditors of the Group performed a limited review on the Issuer’s consolidated interim financial statement for the 6 month period ended 30 June 2009 and 30 June 2010. Ernst & Young Re´viseurs d’Entreprises S.C.C.R.L. (represented by Marnix Van Dooren), respectively Deloitte Bedrijfsrevisoren BV ovve CVBA (represented by Geert Verstraeten and Luc Van Coppenolle), members of the Belgian Institute of Company Auditors, have issued unqualified limited review opinions, in accordance with generally accepted auditing standards in Belgium.

Dealers transacting with the Issuer 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 the Issuer and its afﬁliates in the ordinary course of business.

94 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK BELGACOM, S.A. DE DROIT PUBLIC 27 Boulevard Roi Albert II B-1030 Brussels

DOMICILIARY AGENT Fortis Bank NV/SA Montagne du Parc, 3 B–1000 Brussels, Belgium

LEGAL ADVISERS To Belgacom as to Belgian law Freshﬁelds Bruckhaus Deringer LLP Place du Champ de Mars 5 Marsveldplein 5 1050 Brussels

To the Dealers as to English law Allen & Overy LLP One Bishops Square London E1 6AD

AUDITORS To Belgacom Deloitte Bedrijfsrevisoren BV ovve CVBA Berkenlaan 8B B-1831 Diegem

95 c103332pu050 Proof 3: 23.9.10 B/L Revision: 0 Operator SadK DEALERS

Barclays Bank PLC BNP PARIBAS 5 The North Colonnade 10 Harewood Avenue Canary Wharf London NW1 6AA London E14 4BB

Citigroup Global Markets Limited Deutsche Bank AG, London Branch Citigroup Centre Winchester House Canada Square 1 Great Winchester Street Canary Wharf London EC2N 2DB London E14 5LB

HSBC Bank plc ING Belgium NV/SA 8 Canada Square Avenue Marnix 24, London E14 5HQ 1000 Brussels Belgium

J.P. Morgan Securities Ltd. KBC Bank 125 London Wall Havenlaan 2 London EC2Y 5AJ B-1080 Brussels Belgium

Morgan Stanley & Co. International plc Nomura International plc 25 Cabot Square Nomura House Canary Wharf 1 St. Martin’s-le-Grand London E14 4QA London EC1A 4NP

The Royal Bank of Scotland plc UBS Limited 135 Bishopsgate 1 Finsbury Avenue London EC2M 3UR London EC2M 2PP

LUXEMBOURG LISTING AGENT

BNP Paribas Securities Services, Luxembourg Branch 33 Rue de Gasperich, Howald-Heoperange L-5826 Luxembourg

imprima — C103332