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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.

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