PROSPECTUS 20 December 2012

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

This Prospectus relating to the EUR2,500,000,000 Euro Medium Term Note Programme (the Programme) of Belgacom, S.A. de droit public (the Issuer) is valid, for the purpose of the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange and/or 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 pages 110-112.

The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 112 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 as amended by the Luxembourg law of 3 July 2012, (the Prospectus Act 2005) which implemented Directive 2003/71 EC of the European Parliament and of the Council of the European Union as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive) in Luxembourg. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. 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.

References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market or have been admitted to 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 certain other information which is 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 Official List of the Luxembourg Stock Exchange will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The Programme provides that Notes may be listed and/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 dematerialised form.

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 (as defined under “Terms and Conditions of the Notes”) 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 €1,000 (or, if the Notes are denominated in a currency other than the euro, the equivalent amount in such currency).

The Issuer has been rated A1 by Moody's Investors Service España, S.A. (Moody’s) and A by Standard & Poor's Credit Market Services France SAS (S&P). The Programme has been rated A1 by Moody’s and A by S&P. Obligations rated “A” by Moody’s are considered upper-medium grade and are subject to low credit risk. The modifier “1” indicates that the obligation ranks in the higher end of its generic rating category1. An obligation rated “A” by S&P is considered somewhat susceptible to adverse economic conditions and changes in circumstances than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong2. Each of Moody’s and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such, each of Moody’s and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered- and-certified-CRAs) in accordance with the CRA Regulation. Tranches of Notes issued under the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. 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.

Arranger BNP PARIBAS Dealers Barclays BNP PARIBAS Crédit Agricole CIB ING J.P. Morgan KBC Bank NV Lloyds Bank The Royal Bank of Scotland

1 Source: www.moodys.com 2 Source: www.standardandpoors.com IMPORTANT INFORMATION 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 all Notes other than 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). 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. IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES Restrictions on Non-exempt offers of Notes in Relevant Member States Certain Tranches of Notes with a denomination of less than €100,000 (or its equivalent in any other currency) may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes. However, any person making or intending to make a Non-exempt Offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) may only do so if this Prospectus 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 published in accordance with the Prospectus Directive, provided that the Issuer has consented to the use of this Prospectus in connection with such offer as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)” and the terms of that consent are complied with by the person (the Offeror) making the Non-exempt Offer of such Notes.

0010155-0001994 ICM:15827452.21 1 Save as provided above, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any Non-exempt 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. Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades) Any person (an Investor) intending to acquire or acquiring any Notes from any Offeror other than the Issuer or a relevant Dealer should be aware that, in the context of a Non-exempt Offer of such Notes, the Issuer will be responsible to the Investor for this Prospectus under Article 6 of the Prospectus Directive only if the Issuer has consented to the use of this Prospectus by that Offeror to make the Non-exempt Offer to the Investor. None of the Issuer or any Dealer makes any representation as to the compliance by that Offeror with any applicable conduct of business rules or other applicable regulatory or securities law requirements in relation to any Non-exempt Offer and none of the Issuer or any Dealer has any responsibility or liability for the actions of that Offeror. Save as provided below, neither the Issuer nor any Dealer has authorised the making of any Non-exempt Offer by any Offeror or consented to the use of this Prospectus by any other person in connection with any Non-exempt Offer of Notes. Any Non-exempt Offer made without the consent of the Issuer is unauthorised and neither the Issuer nor any Dealer accepts any responsibility or liability for the actions of the persons making any such unauthorised offer. In connection with each Tranche of Notes, and provided that the applicable Final Terms specifies an Offer Period, the Issuer consents to the use of this Prospectus in connection with a Non-exempt Offer of such Notes subject to the following conditions: (i) the consent is only valid during the Offer Period so specified; (ii) the only Offerors authorised to use this Prospectus to make the Non-exempt Offer of the relevant Tranche of Notes are the relevant Dealer and either: (a) (i) if the applicable Final Terms names financial intermediaries authorised to offer the Notes, the financial intermediaries so named or (ii) if the Issuer appoints additional financial intermediaries after the date of the applicable Final Terms and publishes details of them on its website, each financial intermediary whose details are so published; or (b) in any other case, any financial intermediary which is authorised to make such offers under Directive 2004/39/EC (the Markets in Financial Instruments Directive) and which has been duly appointed directly or indirectly by the Issuer to make such offers, provided that such financials intermediary states on its website that it has been duly appointed as a financial intermediary to offer the relevant Tranche of Notes during the Offer Period and that it is relying on this Prospectus to do so; (iii) the consent only extends to the use of this Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in each Relevant Member State specified in the applicable Final Terms; and (iv) the consent is subject to any other conditions set out in Part B of the applicable Final Terms. Any Offeror falling within sub-paragraph (ii)(b) above who meets all of the other conditions stated above and wishes to use this Prospectus in connection with a Non-exempt Offer is required, for the duration of the relevant Offer Period, to publish on its website that it is relying on this Prospectus for such Non-exempt Offer with the consent of the Issuer. The intention of the Issuer is that the only Relevant Member States which may, in respect of any Tranche, be specified in the applicable Final Terms (if any Relevant Member State is so specified), will be Belgium and Luxembourg, and accordingly that each Tranche of Notes may only be offered to Investors as part of an offer to the public in Belgium or Luxembourg, or otherwise in circumstances in which no obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. The consent referred to above relates to Offer Periods occurring within 12 months from the date of this Prospectus. The Issuer accepts responsibility, in the jurisdictions to which the consent to use the Prospectus extends, for the content of this Prospectus in relation to any Investor who acquires any Notes in a Non-exempt Offer made by any person to whom consent has been given to use this Prospectus in that connection in accordance with the preceding paragraph, provided that such Non-exempt Offer has been made in accordance with all the Conditions attached to that consent.

0010155-0001994 ICM:15827452.21 2 IN THE EVENT THAT AN INVESTOR INTENDS TO ACQUIRE OR IS ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER FROM AN OFFEROR OTHER THAN THE ISSUER, IT WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH 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 SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT OFFER OR SALE OF THE NOTES CONCERNED 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 AND THE OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. NONE OF THE ISSUER OR ANY DEALER HAS ANY RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS OF NOTES GENERALLY 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, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer or any of the Dealers which is intended to permit an offer to the public 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”). 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”). 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 may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it: (i) has 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) has 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)has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor's currency;

0010155-0001994 ICM:15827452.21 3 (iv)understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant financial markets; and (v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. 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. PRESENTATION OF INFORMATION 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 € 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 and the Final Terms for each Tranche of Notes issued under the Programme. 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. Where information has been sourced from a third party, the Issuer confirms that this information has been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

0010155-0001994 ICM:15827452.21 4 TABLE OF CONTENTS

Page Summary of the Programme...... 6 Risk Factors...... 15 Overview of the Programme...... 28 Documents Incorporated by Reference ...... 32 Form of the Notes ...... 34 Applicable Final Terms...... 35 Terms and Conditions of the Notes...... 52 Use of Proceeds ...... 71 Description of Belgacom, S.A. de droit public ...... 72 Taxation ...... 106 Subscription and Sale...... 111 General Information...... 114

STABILISATION

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.

0010155-0001994 ICM:15827452.21 5 SUMMARY OF THE PROGRAMME Summaries are made up of disclosure requirements known as ‘Elements’. These Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for Notes and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary with the mention of ‘Not applicable’. Section A – Introduction and warnings

Element Title A.1 Introduction This summary should be read as an introduction to the Prospectus. Any decision to invest in any Notes should be based on a consideration of the Prospectus as a whole by the investor. Where a claim relating to information contained in the Prospectus is brought before a court, the plaintiff may, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Notes. A.2 Consent to use the Prospectus [Not Applicable; the Prospectus may not be used for for subsequent resale or final subsequent resale or financial placement. [or the Notes are placement by financial issued in denominations of at least €100,000 (or its equivalent intermediaries in any other currency)].] [The Notes may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (a Non-exempt Offer). The only offerors authorised to use the Prospectus to make a Non-exempt Offer of the relevant Tranche (the Authorised Offerors) are: (a) [insert name of relevant Dealer [and [ ]]; (b) if the Issuer appoints additional financial intermediaries after the date of the applicable Final Terms and publishes details of them on its website, such additional financial intermediary; and (c) any other financial intermediary, provided that such financial intermediary acknowledges on its website that it has been duly appointed as a financial intermediary to offer the relevant Tranche of Notes during the Offer Period and states that it is relying on the Prospectus to do so, provided that such financial intermediary has in fact been so appointed. The Issuer’s consent is subject to the following conditions:

0010155-0001994 ICM:15827452.21 6 Element Title (i) the consent is only valid during the Offer Period; [and] (ii) the consent only extends to the use of the Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in each Relevant Member State specified in the applicable Final Terms[; and (iii) [specify any other conditions]]. The Offer Period is from (and including) [ ] to (and including [ ]). The Member States in which the Authorised Offerors may use the Prospectus to make such Non-exempt Offers of the relevant Tranche are Belgium and Luxembourg. Any Offeror falling within sub-paragraph (c) above who meets all of the other conditions stated above and wishes to use the Prospectus in connection with a Non-exempt Offer is required, at the relevant time, to publish on its website that it is relying on the Prospectus for such Non-exempt Offer with the consent of the Issuer. The consent referred to above is valid for the period of 12 months from the date of the Prospectus. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER FROM AN OFFEROR OTHER THAN THE ISSUER WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH 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 INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. NONE OF THE ISSUER OR ANY DEALER HAS ANY RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. Section B – Issuer

Element Title B.1 Legal and commercial name Belgacom, S.A. de droit public (Belgacom or the Issuer) of the Issuer B.2 Domicile/ legal form/ The Issuer is a limited liability company under public law legislation/ country of (Société Anonyme (SA) de droit public/Naamloze Vennootschap incorporation (NV) van publiek recht) incorporated under, subject to the laws of and domiciled in Brussels, The Kingdom of Belgium. B.4b Trend information Not applicable; there are no known trends affecting the Issuer and the industries in which it operates.

0010155-0001994 ICM:15827452.21 7 Element Title B.5 Description of the Group The Issuer is the ultimate parent company of the Belgacom group. B.9 Profit forecast or estimate Not applicable; there are no profit forecasts or estimates made in the Prospectus. B.10 Audit report qualifications Not applicable; there are no qualifications in the audit report(s) on the audited financial statements for the years ended 31 December 2011 and 2010. B.12 Selected historical key financial information: Income Statement The table below sets out a summary of key financial information extracted from the Issuer's audited income statement for each of the two years ended 31 December 2011 and 2010 and from the Issuer's unaudited income statement for each of the nine-month periods ended 30 September 2012 and 2011 respectively: INCOME STATEMENT under IFRS (in EUR millions) Dec-10 Dec-11 Sept-11 Sept-12

TOTAL REVENUE 7.040 6.417 4.790 4.818 Net revenue 6.552 6.361 4.756 4.787 Other operating revenue 51 45 34 31 Non-recurring revenue 436 11 0 0 TOTAL OPERATING CHARGES, excl.deprec. & amortization -4.612 -4.520 -3.344 -3.473 Costs of materials and charges to revenue -2.642 -2.517 -1.862 -1.930 Personnel expenses and pensions -1.107 -1.117 -834 -860 Other operating expenses -870 -860 -629 -668 Non-recurring expenses 8 -26 -18 -14 OPERATING INCOME before depreciation & amortization 2.428 1.897 1.447 1.346 Depreciation and amortization -809 -756 -573 -554 OPERATING INCOME 1.619 1.141 874 791 Finance revenue 21 30 17 7 Finance costs -123 -137 -98 -94 NET FINANCE COSTS -102 -106 81 -87

INCOME BEFORE TAXES 1.517 1.035 792 704 Tax expense -233 -262 -193 -147 NET INCOME 1.283 773 599 557 Minority interests 17 17 12 14 Net income (Group share) 1.266 756 587 543 Statement of Financial Position The table below sets out a summary of key financial information extracted from the Issuer's audited statement of financial position as at 31 December 2011 and 2010 and from the Issuer's unaudited statement of financial position as at 30 September 2011 and 2012: BALANCE SHEET under IFRS (in EUR millions) Dec-10 Dec-11 Sept-11 Sept-12

ASSETS 8.511 8.312 8.729 8.357 NON-CURRENT ASSETS 6.185 6.217 6.152 6.160 CURRENT ASSETS 2.326 2.095 2.577 2.197

LIABILITIES AND EQUITY 8.511 8.312 8.729 8.357 EQUITY 3.342 3.303 3.312 3.344 Shareholders' equity 3.108 3.078 3.064 3.105 Minority interests 235 225 248 239 NON-CURRENT LIABILITIES 2.364 2.749 2.762 2.691 CURRENT LIABILITIES 2.804 2.260 2.655 2.322

0010155-0001994 ICM:15827452.21 8 Element Title Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the Issuer or its subsidiaries since 30 September 2012 and there has been no material adverse change in the financial position or prospects of the Issuer or its subsidiaries since 31 December 2011. B.13 Events impacting the Issuer's Not applicable; there have been no recent events particular to solvency the Issuer which are to a material extent relevant to the evaluation of its solvency since 31 December 2011. B.14 Dependence upon other group See also B.5 above. Not applicable; the Issuer is not entities dependent upon other entities within the Group. B.15 Principal activities The principal activity of the Group is to act as Belgium’s reference provider of integrated telecommunication services. B.16 Controlling shareholders The Belgian federal state has a controlling shareholding in the Issuer. B.17 Credit ratings The Issuer has been rated A1 by Moody’s and A by S&P. The Programme has been rated A1 by Moody’s and A by S&P. [The rating of the Notes is [ ] by Moody’s and [ ] by S&P]. Section C – Securities

Element Title C.1 Type and class of Notes/ISIN The Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes or a combination of any of the foregoing. The ISIN is XS[ ]. The Common Code is [ ]. C.2 Currency The Notes are denominated and payable in [ ]. C.5 Restrictions on free Not applicable; the Notes are freely transferable. transferability C.8 Rights attaching to the Notes The Notes have terms and conditions relating to, among other matters: Interest [The Notes bear interest from [their date of issue] at the fixed rate of [ ] per cent. per annum. The yield on the Notes is [ ] per cent. Interest will be paid annually in arrear on [ ] in each year up to and including the Maturity Date.] [The Notes bear interest from [their date of issue] at a floating rate calculated by reference to [LIBOR/EURIBOR] [plus/minus] a margin of [ ] per cent. ]. Interest will be paid [quarterly] in arrear on [ ] in each year up to and including the Maturity Date]. [The Notes do not bear any interest].

0010155-0001994 ICM:15827452.21 9 Element Title Negative pledge The terms of the Notes will contain a negative pledge provision pursuant to which the Issuer agrees not to create a mortgage, lien, pledge or other security interest (other than in certain limited circumstances) 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 mortgage, lien, pledge or other security interest shall be extended equally and rateably to the Notes and all amounts payable in respect thereof. Events of default The terms of the Notes will contain, amongst others, the following events of default: (d) default in payment of any principal or interest due in respect of the Notes, continuing for a specified period of time; (e) non-performance or non-observance by the Issuer of any of its other obligations under the conditions of the Notes, continuing for a specified period of time; (f) 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; and (g) events relating to the insolvency or winding up of the Issuer. Status and Ranking of the Notes Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of the negative pledge, described below) 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.

0010155-0001994 ICM:15827452.21 10 Element Title C.9 Interest/Redemption See item C.8 (Rights attaching to the Notes). Interest [The Notes bear interest from [their date of issue] at the fixed rate of [ ] per cent. per annum. The yield on the Notes is [ ] per cent. Interest will be paid annually in arrear on [ ] in each year up to and including the Maturity Date.] [The Notes bear interest from [their date of issue] at a floating rate calculated by reference to [LIBOR/EURIBOR] [plus/minus] a margin of [ ] per cent.]. Interest will be paid [quarterly] in arrear on [ ] in each year up to and including the Maturity Date]. [The Notes do not bear any interest]. Redemption Subject to any early purchase and cancellation or early redemption, the Notes will be redeemed at par on [ ]. The Notes may be redeemed early for tax reasons or [specify other] at [specify the early redemption price and any maximum or minimum redemption amounts, if applicable]. Representative of holders Not applicable; the Notes do not provide for a representative of Noteholders to be appointed. Meetings of noteholders The terms of the Notes contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. C.10 Derivative component in the Not applicable; there is no derivative component in the interest payment interest payments made in respect of any Notes issued under the Programme. C.11 Admission to trading [Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange.] [Not applicable; the Notes will not be admitted to trading on any stock exchange or market.] Section D – Risks

Element Title D.2 Key risks regarding the Issuer In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. The Issuer has identified a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a

0010155-0001994 ICM:15827452.21 11 Element Title position to express a view on the likelihood of any such contingency occurring. These factors include: − risks related to the Group’s business; − risks related to regulatory matters: Belgacom is subject to significant government regulation and supervision, which could require it to make additional expenditures or limit its revenues and otherwise adversely affect its business; − risks related to Belgacom’s ownership by the Belgian State. D.3 Key risks regarding the Notes There are also market risks associated with the Notes. These include (i) that there may be no or only a limited secondary market in Notes, (ii) that the value of an investor's investment may be adversely affected by exchange rate movements where Notes are not denominated in the investor's own currency, (iii) that any credit rating assigned to Notes may not adequately reflect all the risks associated with an investment in such Notes[, (iv) that changes in interest rates will affect the value of Notes], (v) the fact that the conditions of Notes may be modified without the consent of the holder in certain circumstances, (vi) that the holder may not receive payment of the full amounts due in respect of Notes as a result of amounts being withheld by the Issuer in order to comply with applicable law and (vii) that investors are exposed to the risk of changes in law or regulation affecting the value of their Notes. Section E – Offer

Element Title E.2b Reasons for the offer and use The net proceeds from the issue of Notes will be applied by of proceeds the Issuer for [its general corporate purposes]/[specify other]. E.3 Terms and conditions of the The terms and conditions of each offer of Notes will be offer determined by agreement between the Issuer and the relevant Dealer(s) at the time of issue. [Not applicable. The Notes are in denominations of at least €100,000 (or its equivalent in any other currency).] Offer Period: [The period from [[l] until [l]/[the Issue Date]]/[the date which falls [l] Business Days thereafter]]/[Not applicable] Offer Price: [Issue Price]/[Not applicable]/[l] Conditions to which the offer [Not applicable]/[l] is subject: Description of the application [Not applicable]/[l] process: Details of the minimum and/or [Not applicable]/[l] maximum amount of

0010155-0001994 ICM:15827452.21 12 application: Description of possibility to [Not applicable]/[l] reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time [Not applicable]/[l] limits for paying up and delivering the Notes: Manner in and date on which [Not applicable]/[l] results of the offer are to be made public: Procedure for exercise of any [Not applicable]/[l] right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been [Not applicable]/[l] reserved for certain countries: Process for notification to [Not applicable]/[l] applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and [Not applicable]/[l] taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to [Not applicable]/[l] the extent known to the Issuer, of the placers in the various countries where the offer takes place. E.4 Interest of natural and legal [Not applicable; so far as the Issuer is aware, no person persons involved in the involved in the issue of the Notes has an interest material to issue/offer the offer.] [The [Dealer/Financial Intermediaries] will be paid aggregate commissions equal to [ ] per cent. of the nominal amount of the Notes. So far as the Issuer is aware, no other person involved in the issue of the Notes has an interest material to the offer.] [Insert description of any other interest that is material to the issue including conflicting interests]. [Any Dealer/Manager]purchasers and its affiliates may have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.]

0010155-0001994 ICM:15827452.21 13 E.7 Expenses charged to the [Not applicable; there are no expenses charged to the investor by the Issuer or an investor by the Issuer or offeror.][Specify expenses charged offeror to an investor by the Issuer or offeror].

0010155-0001994 ICM:15827452.21 14 RISK FACTORS In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There are a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. 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. 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. 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 “Risk Factors” section of the Prospectus is in accordance with the facts as at the date of approval of the Prospectus and does not omit anything likely to affect its import.

FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME

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 telecommunications/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 2012 is approximately EUR 5 billion and is expected to display a compound annual growth rate of approximately 1.2% (over the period 2013-2017). The telecommunications industry in Belgium is highly developed. As of June 30 2012 residential fixed line penetration in Belgium was approximately 72% in terms of households, broadband 74%, digital television 73% and mobile penetration based on active customers was around 117% of the total population. The value of the professional segment (professional customers) can be estimated at around EUR 10.7 billion for the IT and Telecom domains, forecasted to display a compound annual growth rate of 3.1% (over the period 2013-2017). Future revenue growth is likely to be dependent upon growth in advanced data, digital television, IT, moving customers to multi-play 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. Belgacom faces increasing competition in the Belgian mobile communications market, which may result in further reductions in tariffs and loss of market share. Belgium currently has five licenced mobile network operators: Belgacom (offering services under the brand name Proximus) (2G, 3G and 4G licences), Mobistar (2G, 3G and 4G licences), KPN Group/BASE (2G, 3G and 4G licences), Telenet/Tecteo Bidco (TTB: partnership between the cable operator Telenet and VOO) (3G licence) and BUCD bvba (backed by Asian investors) (4G licence). TTB and BUCD have not yet started

0010155-0001994 ICM:15827452.21 15 operating as mobile network operators (Telenet currently operates as full Mobile Virtual Network Operator (MVNO)). Under the terms of its licence, TTB is obliged to start offering commercial services no later than January 2013 (see “Regulation” below for further details). As of June 30 2012, Belgacom had a market share of 40% (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 launch of Service providers/reseller competition in the mobile communication services market in Belgium is expected to continue to increase. The cable mobile aggressiveness is seen as the biggest current risk linked to mobile reselling. A fourth 3G mobile licence was awarded to Telenet/Tecteo Bidco in August 2011 allowing to leverage on 3P customer share to upsell mobile services (i.e. combining a triple service of broadband Internet access, television and telephone with wireless service provisions). Competition also results in the continuation of the reduction of the mobile tariffs by new mobile players implying pressure on retail prices for all operators. As a result of this increase of competitive pressure, Belgacom market shares and mobile revenue could further decrease. This trend could be accelerated by the new telecom law of 10 July 2012 modifying the law of 13 June 2005 on electronic communications (the 2005 Law). The most important item of this new law relates to the early termination of fixed term contracts for consumers and small professional users. These customers may now terminate their fixed or mobile contract after 6 months without penalty (except potential reimbursement of residual value of a free device). This could lead to an easiness for the customer to swap operator, generating increased churn and an increase of customer acquisition and retention costs. These factors could have a negative effect on operating revenue and net profit. Furthermore, there is still uncertainty on the intention of the new comer on the 2.6 GHz frequency band. One of Belgacom’s strategic initiatives is to compensate mobile voice ARPU erosion by developing advanced data services. The data usage has strongly increased on the mobile market (mainly for postpaid customers); it especially helps to counter the revenue decline of voice services more than bringing revenue growth as mobile data bundles are increasingly introduced in mobile tariff plans. Current competitive dynamics might lead to a devalorization of mobile data (more and more volume offered for the same prices). Mobile data growth could be harmed by the more intensive use of wifi network, especially indoors. Belgacom's FON offer (Belgacom internet customers can also surf for free wherever they are on their laptop, tablet or smartphone using the more than 600,000 Wi-Fi hotspots in Belgium and more than 7 million hotspots workwilde) is key to materialise real convergence for our customers and to reduce our cost base by off-loading important volumes from the Mobile network to the Fixed network via Wi-Fi. However it could reduce the willingness of customers to pay specifically for Mobile data services. The growing penetration and use of Over-The-Top (OTT) services will stimulate growth of Mobile internet. It will lead to an increase of mobile data revenue but could lead to a decrease of traditional revenue (voice & SMS) cannibalized by OTT calling, chat and messaging services. Belgacom faces increasing infrastructure competition from cable operators on the Belgian Fixed market Belgacom has lost fixed broadband market share due to infrastructure competition between Belgacom and the cable operators; not being able to reverse this trend could cause further decline of broadband market share. On top other licenced operators (OLO’s) are currently hosted in Belgacom premises but are likely to have a choice of alternative infrastructure (cable wholesale) in the future. To counter competition from cable operators, Belgacom has developed a strategy based on the convergence of fixed & mobile products (broadband, fixed line digital TV & mobile). The first phase mainly focused on a packs strategy via upsell on existing Belgacom’s customer base and a strong acquisition phase has been developed over recent years. Even if this acquisition phase continues to be important, a second phase has started aiming at delivering “Real convergence” based on the claim “Anyway, anytime, anywhere” easing the way for the customer to use telco solutions proposed. Within this phase, Belgacom wants to capitalise on its main differentiation advantages over its competitions via 4 play converged products. This strategy is dependent on the hardware penetration (tablets, connected TV). Over time, cable operators could replicate this strategy and thereby hinder its differentiation potential.

0010155-0001994 ICM:15827452.21 16 OTT are also a potential risk to the long term TV revenues. Today, Belgacom has the role of TV aggregator; one threat could be that content providers sell their content straight to the customer or that OTT players would desintermediate telco in this role and take a substantial part of the entertainment value chain. Some of the Group’s fixed and mobile tariffs, as well as regulated technical offers, are subject to approval by the Belgian Institute for Postal Services and Telecommunications (“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. The Group’s tariffs for regulated wholesale services including fixed and mobile interconnection, local loop unbundling, wholesale broadband access (WBA) bitstream access, and wholesale leased lines are subject to the prior approval of BIPT (See ‘Regulation’ below). BIPT’s fixed interconnection (termination and collection) rates were stabilised for the period 2008 - 2010. These rates remained unchanged during the period 2010 - 2012. BIPT intends to review these prices from 2013 in the context of the new next generation network (“NGN”) cost model that it is currently developing. The outcome of this evaluation could cause a downward pressure on fixed interconnection prices. The asymmetry of the fixed interconnection rates was substantially decreased by the first round analysis of the fixed termination market in 2006 (from 500% for Telenet and Versatel in 2002 to 15% for all operators in 2009) and was withdrawn (from 1 April 2012) by the second round analysis of this market. All the alternative operators now have to apply the same termination rates as Belgacom. In 2008, BIPT set new prices for the regulated wholesale leased lines (partial leased lines) which caused important price decreases. In 2009, BIPT considered that there was no price squeeze between the wholesale Ethernet services and the retail prices. In its draft second round analysis of the leased lines market (July 2012), BIPT has included “Next Generation Leased lines” (NGLL) in this market and has proposed to put in place two types of price control measures: (i) cost orientation for classical lines as well as for transport part and local copper part of NGLL and (ii) price squeeze control for local fiber parts of NGLL. BIPT intends to review of prices of wholesale leased lines based on a new NGN cost model that it is currently developing. The outcome of this analysis could cause a downward pressure on prices. The last monthly rental fee for unbundled copper line (BRUO) has been set at EUR 8.03 since 15 August 2010. Since the BRUO tariffs are a building block for bitstream (BROBA ADSL) tariffs, these tariffs were adapted accordingly. In the context of its new NGN cost model, the BIPT is currently reviewing the BRUO prices that will be applicable from 2013. The outcome of this analysis is not yet known. Further price decreases cannot be excluded but the July statement of the European Telecom Commissioner indicated that prices for copper local loop unbundling should stabilise around the current EU average level of EUR 9 (in real price terms). 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). A decision of the Belgian regulators of 1 July 2011 concerning the wholesale broadband market has imposed a strict cost orientation for WBA. BIPT intends also to review this price in the context of its new NGN cost model. The outcome of this analysis is not known at this stage. In July 2012, the European Commission (the Commission) proposed more flexibility for fiber-based NGN wholesale products and to allow pricing not based on costs in some cases, as long as wholesale access is non- discriminatory and there are signs of significant competition from other types of infrastructure. Further price decreases for WBA cannot be excluded but this would not be in line with the recent EU statement. Based on the regulators’ decision of 1 July 2011 on the wholesale broadband market, Belgacom also offers bitstream access for television (multicast). Belgacom's reference offer was approved by BIPT on 4 October 2012. The prices have not been set yet. BIPT might impose wholesale pricing approach which would not allow to recoup investments required for implementation of the obligation. Additional competition on triple play (3P) could cause a downward pressure on prices and revenues. Other decisions of the same date (1 July 2011) related to the broadcast market oblige the dominant cable operators to open their network (resale of their analogue TV, access to their digital TV platform and resale of their broadband offer). Belgacom can obtain access to analogue TV. The wholesale prices of the cable

0010155-0001994 ICM:15827452.21 17 operators have to be approved by the regulators. These prices have not been set yet. In September 2011, all cable operators filed a procedure for suspension and annulment before the Court of Appeal against the regulators’ decisions. The Court first took into consideration the suspension cases and rejected the claims of Telenet and the Walloon cable operators on 4 September and 6 November 2012 respectively. The court will now treat the case on its merits, and no judgement is expected before the second half of 2013. Additional competition on cable linked to cable wholesale obligation could trigger additional competition on 3P depending on the price level of the wholesale cable access. The wholesale price for analogue TV has to be low in order for Belgacom to match the retail offers of the cable companies. Any action by 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 the costs incurred to offer its wholesale service or would not materially limit the Group’s ability to make a profit from its services or compete on an equal basis with competitors not subject to the same constraints. On 14 July 2010, Mobistar and KPN Group/BASE each filed a separate appeal against BIPT's decision of 29 June 2010 setting the glide path for the mobile termination rates (“MTR”) for the period 2010-2013. After rejecting the request for suspension on 15 February 2011, the Appeal Court also rejected the substantial arguments in the case on 16 May 2012. However, the Court accepted the argument that BIPT failed to consult the Communities regulators on the matter. Having no other choice than to annul the decision, the Court asked the Constitutional Court whether it has the powers to temporarily maintain the current regulation while the BIPT consults the Communities regulators and reconsiders its decision. Whilst the judgment of the Constitutional Court is outstanding, the current MTR rates remain fully valid and the BIPT is expected to re- confirm the current rates in its new decision as the court rejected all Mobistar and KPN/BASE's claims regarding the price setting. In 2013, the BIPT intends to determine new MTR tariffs for the period 2013-2016. The new cost model being developed will have to present the costs of a hypothetical efficient existing operator and of the new entrant Telenet/Tecteo Bidco as full MVNO or mobile network operator. BIPT will also evaluate if the reintroduction of a MTR asymmetry for such new entrant would be justified. If the European authorities or BIPT change the interconnection models e.g. granting asymmetric termination rates to the benefit of other fixed or mobile operators, this could have a material adverse effect on Belgacom’s ability to recoup its costs and meet its business objectives, and operating revenue and net profit could decline. Belgacom’s fixed to mobile calls are also subject to strict BIPT controls on excessiveness and must reflect 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 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. The case is still pending. In addition, there has been increased attention from BIPT and the competition authority on price squeeze tests (verification of margin between wholesale and retail prices) and discount policy which may constrain pricing flexibility. Based on a legislative proposal discussed by the government, the role of the Pricing Observatory (that analyses pricing trends on the Belgian market) could be strengthened. The Observatory would be able to call directly on the Belgian competition authorities when it considers that there is a problem with respect to prices or margins in the Belgian market, or when it notices an abnormal price trend or a structural market deficiency. Based on reports of the Pricing Observatory, the competition authorities would have the power to adopt interim measures in order to address issues reported. The Brussels Court of Appeals would have the final say. The new law is expected to be adopted in early 2013. The Roaming III Regulation entered into force on 1 July 2012. This new Regulation covers a ten-year period until 30 June 2022. It imposes a further lowering of the existing regulated retail and wholesale price caps (from 35 eurocents to 19 eurocents for retail outgoing calls and from 11 eurocents to 6 eurocents for SMS by 1 July 2014) and extends the regulation to retail data as from July 2012 (70 eurocents on 1 July 2012 decreasing to 20 eurocents as from 1 July 2014). In addition, two structural measures to encourage competition have been imposed: (i) MVNO wholesale access from 1 July 2012 and (ii) de-coupling, i.e. separate selling of roaming services from domestic mobile services, from 1 July 2014. The regulation also

0010155-0001994 ICM:15827452.21 18 imposes rules aimed at increasing price transparency and improving the provision of information on charges to roaming customers. Further pressures on roaming prices are not excluded as the Commission considers that the difference between roaming and national tariffs should approach zero. The Roaming III Regulation could also create new pan-European actors, creating additional competitive pressure on domestic businesses. Belgacom depends on the reliability of its networks and IT infrastructure, 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 on the Group’s revenues operational results. As service portfolio are becoming more complex, increasing dependence on numerous IT platforms is creating a risk. This complexity needs to be managed in order to guarantee improved stability, processing time and agility to preserve the quality of the service delivered to Belgacom’s customers. Any disruption or security breach resulting in loss or damage to customers’ data or applications, or leading to inappropriate disclosure of confidential information, may lead to Belgacom incurring liability. In addition, the Group may incur additional costs to remedy the damages caused by these disruptions or security breaches. Although Belgacom currently possesses 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. With xDSL technologies, signal strength is attenuated by distance, copper quality and cross-talks between various copper pairs in the same network. Even if Belgacom invests heavily to improve its network and the performance it delivers to customers, these elements may impact the quality of the service delivered. In some circumstances (road works, floods, etc) the quality of the installed copper might degrade over time. Belgacom may need to replace some of these degraded cable segments. In order to expand capacities of Belgacom's copper network, Belgacom has developed partnerships with suppliers. If those suppliers are not able to carry out their engaged services or face adverse economic situations, this may impact on the timing planned technology enhancements. 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 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, which saw recently a consolidation of the competitors forming a strong contender that might raise the pressure on the mobile data market therefore affecting the growth profile of the International Carrier Services. Roaming III Regulation might also affect BICS’ margins, which might not be offset by expected volume growth. 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. 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

0010155-0001994 ICM:15827452.21 19 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 licence the infringed or similar technology in a timely manner and on a cost-effective basis and commercially reasonable terms, 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 that it was considered as a tax resident of Belgium and therefore subject to Belgian corporate income tax during 2004. In 2008, the Belgian tax authorities maintained their 2004 assessment and assessed the Belgian corporate income tax for the subsequent years 2005 and 2006. Belgacom has strong arguments to ward off the cumulative proposed tax assessment of EUR 69 million excluding interests (years 2004, 2005 and 2006 together) and has started legal proceedings. Belgacom considers the enrolments of real estate tax on telecom equipment since 2003 undue and therefore recognises an asset against the tax authorities in the ‘current tax assets’ caption for an amount of EUR 116 million at 31 December 2011 (with a related liability of EUR 25 million).

Risks Related to Regulatory Matters Belgacom is subject to significant government regulation and supervision (see ‘Regulation’ below for further details), which could require it to make additional expenditures or limit its revenues and otherwise adversely affect its business. Future changes in the European and Belgian communications laws or the powers and organization of the Federal and Communities regulators could affect Belgacom’s business. Belgium implemented the 2009 European framework concerning the regulation of electronic communications networks and services in the electronic-communications law of 13 June 2005 (the 2005 Law) as modified by the law of 10 July 2012. However some implementation details are left for secondary legislation (Royal Decrees, Ministerial decrees and BIPT decisions). Therefore their exact impact is not possible to assess yet. 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 (see “Regulation” below for further details). Under the regulatory framework, the Belgian regulatory authorities have a significant degree of flexibility to impose regulatory obligations on operators with significant market power (SMP) in order to remedy market failures in certain markets. BIPT has finalized the first round and for some markets the second round market analysis. Based on these analyses, several markets were considered as competitive (fixed international retail calls markets, wholesale trunk segments of leased lines, wholesale mobile access and call origination and transit). However, some other markets continue (or are proposed by BIPT to continue) to be submitted to ex-ante regulation (fixed retail access market, fixed wholesale call origination and termination, national fixed retail call markets, wholesale terminating segments of leased lines, local loop unbundling wholesale broadband access, mobile terminating). The analysis of the markets must in principle be updated every three years or any time after adoption of a new Commission recommendation on relevant markets, at which time BIPT will need to reassess the regulatory obligations it has imposed. On 16 October 2012, the European Commission started the second review of its 2003 Recommendation (the first review was undertaken in 2007 and resulted in a reduction (from 18 to 7) of the number of markets susceptible to be submitted to ex-ante regulation). The Commission has not made concrete suggestions on the addition or removal of markets from the current Recommendation. At this stage, Belgacom cannot predict which markets will remain in the list of markets susceptible to ex-ante regulation neither if ultimately obligations will be removed or added as a final outcome of such analysis (see “Regulation” below for further details).

0010155-0001994 ICM:15827452.21 20 The Ethical Commission was created by the 2005 Law. The Royal Decree of 9 February 2011 containing the Ethical Code for telecommunications determines the rules mainly for the service providers to commercialise premium services (SMS and voice). The Ethical Commission can impose fines in cases of non- compliance. BIPT operates in Belgium as a federal sector-specific regulator for both the post and the telecom sector. In cases of infringement, BIPT may impose remedies (immediately or within its own time limits). The obligation to remedy can be accompanied by (i) measures to remedy and/or (ii) administrative fine (up to a maximum of 5 % of annual turnover). If remedies are not sufficient, a new fine can be imposed (up to a maximum of 10 % of annual turnover). BIPT can to a large extent make retroactive decisions to correct decisions that have been annulled by a court. BIPT is independent but its powers are subject to some governmental control, such as governmental oversight of certain regulatory powers. The Belgian Government can suspend certain BIPT decisions that it deems contrary to the law or the public interest. However, a decree implementing this power must be adopted. Under the Belgian constitutional regime, telecommunications 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 deemed ‘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 market analysis. Belgacom cannot predict whether there will be changes in the Belgian constitutional framework. Belgacom cannot exclude either that the requirement to coordinate among the parties to the cooperation agreement will not hinder or slow down the adoption of certain regulatory measures. 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 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” below). There are instances where the Belgian Competition Council’s powers to resolve disputes in the telecommunications sector overlap with those exercised by BIPT or the Belgian courts, which may result in the Group being subject to parallel proceedings and conflicting decisions on the same issues. 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. BIPT may still intervene in such disputes on the basis of its general power to enforce the provisions of the 2005 Law (as defined above). 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, 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 Belgacom 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

0010155-0001994 ICM:15827452.21 21 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. Network related risks Belgacom is currently moving to a next generation network based on IP and new technologies. Certain elements of Belgacom’s 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 BIPT. 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 BIPT makes further requests of Belgacom concerning this operation, 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. However, BIPT requires Belgacom to notify one year prior to a retail offer. Regulation of FTTH and FTTB could have a negative impact on the profitability of the investment. There is currently no specific net neutrality legislation in Belgium. Belgacom considers that all the potential issues related to net neutrality (e.g. non-discrimination) are already fully covered by the current legal and regulatory European framework as transposed by the 2005 Law as revised in July 2012. However, legislative proposals were made in 2011 with a view either to create a specific ‘net neutrality Act’ or even to enshrine the net neutrality principle in the Belgian Constitution (all proposals are currently pending before Parliament). The associated risk is that Belgacom would have insufficient ability to manage its network, with a loss of service quality and would be blocked from developing certain commercial models allowing to monetize its network, which could negatively impact revenues. BIPT is also imposing strict operational timers and tracks performance for Belgacom wholesale operations. BIPT has 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. Eventually, BIPT could possibly impose functional separation if it considers that no sufficient improvement is established. 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 regularly published consultations and recommendations about numbering. (for example about the timing of the number portability processes, the evolution of geographic numbers, the numbering of VoIP services and the long term evolution of numbering) Those recommendations may influence decision making in all European countries by the national regulators and as such have an impact on Belgacom’s network and systems. Risks related to spectrum Belgacom’s 2G licence was extended until 2015 and Belgacom was required to pay an additional fee for this extension. Belgacom launched an appeal before the Constitutional Court against the law of March 2010 imposing such payment and initiated further action against the Belgian State and BIPT before the Civil Court to ensure recovery of the undue licence fees. These cases are still pending. In the meantime, Belgacom complies with the payment obligations with all due reserves. On 22 December 2010, 2G licences were extended via Royal Decree until 15 March 2021. An additional payment for this period will also be due (see “Regulation” below for further details). On 15 July 2011, BIPT awarded the unsold fourth 3G licence from 2001 to Tecteo Telenet Bidco (TTB). The relevant legislation obliges the current operators to offer national roaming on 2G (voice and low speed data) if TTB offers 20% population coverage. Belgacom cannot predict if and when such obligation will be activated.

0010155-0001994 ICM:15827452.21 22 In August 2011, via the acquisition of the fourth 3G licence, TTB has been allowed to exercise a call option for 2G spectrum in both the 900MHz (2x4.8MHz) and 1800MHz (2x10MHz) spectrum bands which become available on 27 November 2015. In order to free up the spectrum, a redistribution of the spectrum owned by Belgacom and Mobistar will be needed and part of their spectrum will need to be surrendered with a guarantee to keep at least 2x10 MHz in the 900 MHz band and 2x20 MHz in the 1800 MHz band. A BIPT draft decision on the redistribution of the 900 MHz spectrum is expected by the end of 2012/early 2013. Belgacom cannot predict at this stage the exact impact of the redistribution on its network design and the related costs nor the impact of the frequency coordination with the neighbouring countries. Since July 2012, Belgacom and Mobistar have held a continuous block of 2x20MHz (previously 2x15MHz) in the 1800 MHz band allowing them to deploy LTE efficiently in this spectrum. In order to enable and optimize LTE deployment in country border areas, co-ordination agreements with neighbouring countries for 1800 MHz spectrum should be set up in 2013. Following the 4G auction of the 2.6 GHz band on 28 November 2011, one block of 2x15MHz remained unsold. In the consultation launched on 14 November 2012 about the upcoming auction of the 800 MHz band, BIPT proposed to reserve this block to a new entrant not having 2.6 GHz spectrum (with the same conditions and end date as for existing 2.6 GHz operators i.e. 1 July 2017). On 14 November 2012, BIPT launched a consultation concerning the conditions for auctioning of the 800MHz band (resulting from the digital dividend) for wireless broadband services. The conditions foresee: (i) spectrum cap of max. 2x10 MHz; (ii) a minimum price of EUR 90 million per block (EUR 270 million in total); (iii) coverage obligations of at least 3 Mbps outdoor: 30%, 65% and 98% after 2, 4 and 6 years respectively (non 2G operators have 50% more time for roll out). Priority areas (not covered by 3G) have also been defined and 800 MHz operators must reach 98% coverage in these areas within 2 years (6 years for non 2G operators); (iv) national roaming (retail minus) may be imposed by BIPT upon request of a 800 MHz operator that is not a 2G operator once that operator has reached 20% coverage with own network. National roaming may be imposed on 2G, 3G and 4G (excl. 2.6 GHz) for a maximum of 9 years; and (v) no spectrum sharing is foreseen. The auction process is expected to be completed by the end of 2013. The norms for electromagnetic fields in Belgium is a regional matter. These norms are different depending on the region. The Brussels norm is currently the most stringent norm in the world. The strict application of this norm could prevent Belgacom from offering 4G services in Brussels in a short time frame. Local authorities, municipalities and/or provinces are taxing mobile infrastructure (pylons, masts and or antennas) located on their territory. The mobile operators successfully challenged these taxes based on article 98 of the Law of 21 March 1991 which states that “the authority cannot impose any tax, levy, payment, retribution or fee of any kind for the right of use (on the operator of the concerned network).” However the Constitutional Court judgment of 15 December 2011 implies that this argument can no longer be used. Up to now, local tax regulations regarding mobile infrastructure are still successfully challenged based on the principle of non-discrimination. However, if the local authorities change their local regulations in such a way that they can no longer be considered discriminatory and Belgacom does not have an alternative defence, these local taxes will be due. Risks relating to protection of end users The law modifying the 2005 Law, which was adopted on 10 July 2012 to transpose the revised EU framework, strengthens the existing consumer protection rules and introduces new measures related to contract regulation such as the possibility of early termination of fixed term contracts after 6 months (without any penalty except potential reimbursement of residual value of a free device) for consumers and small enterprises. The new law also reinforces the measures related to transparency (standard information sheets). (See “Regulation” for further details). Protection of end users is under close scrutiny and control by BIPT. BIPT may impose fines in case of infringement. A too strict interpretation of the consumer protection obligations by the Belgian authorities could constrain the commercial activities of Belgacom. Risks relating to universal service The Belgian scope of the universal service (USO) that was already quite extensive since the liberalization of the telecom market in 1998 has been extended to broadband by the 2005 Law as modified by the law of 10 July 2012 implementing the new EU regulatory framework. BIPT has been appointed to prepare the

0010155-0001994 ICM:15827452.21 23 modernization of the current USO content. BIPT or the government can decide to abolish certain obligations depending on market offer conditions (See “Regulation” for further details). For years, Belgacom has been designed as “default provider” for all these elements of the USO, except for the social tariffs where the obligation concerned all fixed and mobile operators. This designation as “default provider” under a transitory regime will end in August 2013 for payphones, directory enquiry services, paper directories and geographical USO (100% coverage). BIPT is performing an analysis of the need to continue to impose obligations after August 2013. Belgacom currently has no indication about the outcome of such analysis. Belgacom has not yet received any compensation from the USO fund in relation to its social tariffs as a consequence of the Commission’s referral of the draft legislation relating to the USO to the European Court of Justice (ECJ) (see “Regulation” section below). On 6 October 2010, the EU Court considered that the way the Belgian Law appreciates the unfair burden of the universal service was not in full accordance with the European law. Based on this the Belgian Constitutional Court annulled the articles in the Belgian law regarding the funding of the social tariffs on 27 January 2011. The 2005 Law as modified by the law of July 2012 transposing the revised EU framework foresees the possibility of retroactive financing from mid-2005, following a net-cost calculation and an assessment of the unfairness of the burden. Belgacom renewed its request for compensation immediately after the new law entered into force. BIPT will have to calculate the net cost and assess the unfair burden of each provider (taking into account economic/financial position). The matter of whether Belgacom will receive any compensation for the social tariffs has not been determined and will depend on the assessment of the unfairness of the burden.

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 Initial Public Offering (IPO) in March 2004, the Belgian State held 50% plus one of Belgacom’s ordinary shares and voting rights. At 31 October 2012, 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 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. Around one-third of Belgacom’s employees are employed under an administrative law which 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.

0010155-0001994 ICM:15827452.21 24 FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

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: If the Issuer has the right to redeem any Notes at its option, this may limit the market value of the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return 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. If the Issuer has the right to convert the interest rate on any Notes from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned Fixed/Floating Rate Notes are Notes which 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 market rates. Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or a premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than the prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more 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: The conditions of the Notes contain provisions which may permit their modification without the consent of all investors 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. The Notes may be subject to withholding taxes in circumstances where the Issuer is not obliged to make gross up payments and this would result in holders receiving less interest than expected and could significantly adversely affect their return on the Notes

0010155-0001994 ICM:15827452.21 25 Under European Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the 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, during 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 end of this transitional period is 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). The Commission has proposed certain amendments to the Savings Directive which may, if implemented, 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 Savings Directive. The value of the Notes could be adversely affected by a change in Belgian or English law or administrative practice 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 Belgian or English law or administrative practice after the date of this Prospectus and any such change could materially adversely impact the value of any Notes affected by it.

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: An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes

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. 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. If an investor holds Notes which are not denominated in the investor's home currency, they will be exposed to movements in exchange rates adversely affecting the value of their holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes 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

0010155-0001994 ICM:15827452.21 26 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 or the ability of the Issuer to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal. The value of Fixed Rate Notes may be adversely affected by movements in market interest rates Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes. Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes One or more independent credit rating agencies may assign credit ratings to the Issuer or 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, suspended or withdrawn by its assigning rating agency at any time. Any negative change in the credit rating of Belgacom could adversely affect the trading price of the Notes. In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the ESMA on its website (http://www.esma.europa.eu/page/List- registered-and-CRAs) in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Prospectus.

0010155-0001994 ICM:15827452.21 27 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 overview. 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: BNP Paribas Dealers: Barclays Bank PLC BNP Paribas Crédit Agricole Corporate and Investment Bank ING Bank N.V., Belgian Bank J.P. Morgan Securities plc KBC Bank N.V. Lloyds TSB Bank plc The Royal Bank of Scotland plc 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 one year Notes having a maturity of less than one year will, if the proceeds 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: BNP Paribas Securities Services SCA, Brussels Branch The Notes will be issued pursuant to and with the benefit of a Domiciliary and Belgian Paying Agency Agreement dated 20 December 2012 between the Issuer and BNP Paribas Securities Services SCA, Brussels Branch.

0010155-0001994 ICM:15827452.21 28 Luxembourg Listing Agent: BNP Paribas Securities Services, Luxembourg Branch 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. Currencies: Notes may be denominated in euro or, subject to any applicable legal or regulatory restrictions and the requirements of the X/N Clearing 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 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 X/N Clearing System. Such Notes will be 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 Floating Rate Notes may also have a maximum interest rate, a Rate Notes: minimum interest rate or both (as indicated in the applicable Final Terms).

0010155-0001994 ICM:15827452.21 29 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, if applicable, or for taxation 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. 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 €1,000 (or, if the Notes are denominated in a currency other than the euro, the equivalent amount in such currency). Certain Conditions of the Notes: See “Terms and conditions of the Notes” on pages 48-60 for a description of certain terms and conditions applicable to all Notes issued under the Programme. Rating: The Programme has been rated by S&P and by Moody’s. 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. Approval, Admission to trading and Application has been made to the CSSF to approve this Listing: document as a base prospectus. Application has also been made for Notes issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange. Admission to trading is sought on the regulated market of the Luxembourg Stock Exchange

0010155-0001994 ICM:15827452.21 30 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. 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. TEFRA is not applicable to the Notes.

0010155-0001994 ICM:15827452.21 31 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published and have been filed with the CSSF shall be incorporated by reference in, and form part of, this Prospectus: (a) the audited consolidated annual financial statements for the financial years ended 31 December 2010 and 31 December 2011 of the Group; (b) the H1 reports of the Group containing the consolidated reviewed interim financial statements for the half years ended 30 June 2011 and 30 June 2012; (c) the Q3 report of the Group containing the consolidated interim financial statements for the quarter ended 30 September 2012; and (d) the Terms and Conditions of the Notes contained in the Prospectus dated 20 December 2005 (pages 37 to 62), the Prospectus dated 1 September 2008 (pages 53 to 81) and the Prospectus dated 24 September 2010 (pages 41 to 57), in each case prepared by the Issuer in connection with the Programme. 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. Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in 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 Annual Interim Interim Quarterly Report Report Report Report Report Q3- 2010 2011 H1-2011 H1-2012 2012 Group Financial Statements Balance Sheet page 113 page 3 page 25 page 27 Page 26 Income Statement page 112 page 2 page 24 page 26 Page 25 Cash Flow Statement page 114 page 4 page 26 page 28 Page 27 Statement of Changes in equity page 115 page 5 page 27 page 28 Page 27 Auditor’s Report page 167 page 50 page 30 page 31 Not Applicable Accounting Policies and pages Explanatory Notes 116-166 pages 6-49 page 23 page 25 Page 24

0010155-0001994 ICM:15827452.21 32 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.

0010155-0001994 ICM:15827452.21 33 FORM OF THE NOTES Each Tranche of Notes will 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.

0010155-0001994 ICM:15827452.21 34 APPLICABLE FINAL TERMS NOTES WITH A DENOMINATION OF LESS THAN €100,000 (OR ITS EQUIVALENT IN ANY OTHER CURRENCY) Set out below is the form of Final Terms which will be completed for each Tranche of Notes with a denomination of less than EUR100,000 (or its equivalent in any other currency) issued under the Programme. [Date] BELGACOM, S.A. DE DROIT PUBLIC Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the EUR2,500,000,000 Euro Medium Term Note Programme Any person making or intending to make an offer of the Notes may only do so[: (i) in those Public Offer Jurisdictions mentioned in Paragraph 8 of Part B below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or (ii) otherwise]1 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 to 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. The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. 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 20 December 2012 [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the Prospectus). 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. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the Luxembourg Stock Exchange (www.bourse.lu). [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] which are incorporated by reference in the Prospectus dated [l] December 2012. 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 [l] December 2012 [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the Prospectus), including the Conditions incorporated by reference in 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. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

1 Include this wording where a non-exempt offer of Notes is anticipated.

0010155-0001994 ICM:15827452.21 35 [Include whichever of the following apply or specify as “Not Applicable”. 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.]

1. (a) Series Number: [ ] (b) Tranche Number: [ ] (c) Date on which the Notes will be [The Notes will be consolidated and form a single Series consolidated and form a single with [identify earlier Tranches] on [the Issue Date][insert Series: other date]] [Not Applicable] 2. Specified Currency: [ ] 3. Aggregate Nominal Amount: (a) Series: [ ] (b) Tranche: [ ] 4. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] 5. (a) Specified Denominations: [ ] (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 Denomination) 6. (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) 7. Maturity Date: [Fixed rate – specify date/ Floating rate – Interest Payment Date falling in or nearest to [specify month]] (NB: The Maturity Date may need to be not less than one year after the Issue Date) 8. Interest Basis: [[ ] per cent. Fixed Rate] [ ] month [LIBOR/EURIBOR] +/– [ ] per cent. Floating Rate] [Zero Coupon] (further particulars specified below) 9. Redemption: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount 10. Change of Interest Basis: [Specify the date when any fixed to floating rate change occurs or cross refer paragraphs 13 and 14 below if details are included there] [Not Applicable]

0010155-0001994 ICM:15827452.21 36 11. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified below)] 12. Date [Board] approval for issuance of [ ] [and [ ], respectively]] Notes obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. 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 in arrear on each Interest Payment Date] (If payable other than annually, consider amending Condition 4) (b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date] (Amend appropriately in the case of irregular coupons) (c) Day Count Fraction(2): [Actual/Actual (ICMA)][30/360] [Actual/360] (d) Determination Date(s): [[ ] in each year] [Not Applicable] (Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon) (e) Ratings Step-up/Step-down: [Applicable/Not Applicable] (f) Step Up Margin: [[ ] per cent. per annum/Not Applicable] 14. 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](3) [Floating Rate Convention] [Modified Following Business Day Convention] [Preceding Business Day Convention] (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of Interest [Screen Rate Determination/ISDA Determination] and Interest Amount is to be 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 and Relevant Reference Rate: [ ] month [LIBOR/EURIBOR]

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

0010155-0001994 ICM:15827452.21 37 Financial Centre: Relevant Financial Centre: [London/Brussels] (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: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period) (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 (4) (k) Day Count Fraction : [Actual/Actual (ISDA)][Actual/Actual] Actual/365 (Fixed) Actual/360 [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] 30E/360 (ISDA)] (See Condition 4 for alternatives) (l) Ratings Step-up/Step-down [Applicable/Not Applicable] (m) Step Up Margin: [[ ] per cent. per annum/Not Applicable] 15. 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) Day Count Fraction in relation to [30/360] Early Redemption Amounts: [Actual/360] [Actual/365]

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

0010155-0001994 ICM:15827452.21 38 PROVISIONS RELATING TO REDEMPTION 16. Notice periods for Condition 6.2: Minimum period: [ ] days Maximum period: [ ] days 17. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount: [[ ] per Calculation Amount] (c) If redeemable in part: (i) Minimum Redemption Amount: [ ] (ii) Maximum Redemption [ ] Amount: (d) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, 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) 18. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount: [ ] per Calculation Amount (c) Notice period: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, 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. Final Redemption Amount: [ ] per Calculation Amount (N.B. The Final Redemption Amount must be 100 per cent. of the nominal value the Notes) 20. Early Redemption Amount payable on [ ] per Calculation Amount redemption for taxation reasons or on an event of default: GENERAL PROVISIONS APPLICABLE TO THE NOTES 21. Additional Financial Centre(s): [Not Applicable/give details] (Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraph 14(c) relates)

0010155-0001994 ICM:15827452.21 39 22. Governing Law: [Belgian/English]

[THIRD PARTY INFORMATION [ ] 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

0010155-0001994 ICM:15827452.21 40 PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Application, Listing and [Application has been made by the Issuer (or on its Admission to trading 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 [ ].] [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] with effect from [ ].] [Not Applicable.] [Where documenting a fungible issue, need to indicate that original Notes are already admitted to trading] (ii) Estimate of total expenses related [ ] to admission to trading:

2. RATINGS Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]: [insert details] [Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.] [Each of [the rating agencies] is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).] [As such, each of [the rating agencies] is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List- registered-and-certified-CRAs) in accordance with the CRA Regulation.] (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],][Not applicable;] so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business - 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 [ ] [(ii)] Estimated net proceeds]: [ ] (If proceeds are intended for more than one use will need

0010155-0001994 ICM:15827452.21 41 to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.) [(iii)] Estimated total expenses]: [ ] (Expenses are required to be broken down into each principal intended "use” and presented in order of priority of such "uses”.)

5. YIELD (Fixed Rate Notes Only) [Not Applicable] Indication of yield: [ ]

6. HISTORIC INTEREST RATES (Floating Rate Notes Only) [Not Applicable] [Details of historic [LIBOR/EURIBOR] rates can be obtained from [Reuters].]

7. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Names and addresses of additional [ ] paying agent(s) (if any): (iv) Deemed delivery of clearing system Any notice delivered to Noteholders through the clearing notices for the purposes of Condition systems will be deemed to have been given on the 11: [second] [business] day after the day on which it was given to the X/N Clearing System.

8. DISTRIBUTION (i) Method of distribution: [Syndicated/Non-syndicated] (ii) If syndicated, names and addresses of [Not Applicable/give names, addresses and underwriting Managers and 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.) (iii) Date of [Subscription] Agreement: [ ] (iv) Stabilising Manager(s) (if any): [Not Applicable/give name] (v) If non-syndicated, name and address of [Not Applicable/give name and address] relevant Dealer: (vi) Total commission and concession: [ ] per cent. of the Aggregate Nominal Amount (vii) Non-exempt Offer: [Not Applicable] [An offer of the Notes may be made by the Managers and EITHER: [specify names and addresses of other financial intermediaries/placers making non-exempt offers, to the extent known and/or provide details as to how the appointment of such financial intermediaries will be notified to potential investors (ties into individual consent granted on inside cover)] OR: [any other party authorised by the Issuer [or a Manager] which acknowledges on its website that it has been duly appointed as a financial intermediary to offer the Notes and states that it is relying on the Prospectus to do so, provided that such financial intermediary has in fact been so appointed] (ties into general consent granted

0010155-0001994 ICM:15827452.21 42 on inside cover)] (together with the Managers, the Financial Intermediaries) other than pursuant to Article 3(2) of the Prospectus Directive in [Belgium and Luxembourg] (the Public Offer Jurisdiction[s]) during the period from [specify date] until [specify date or a formula such as "the Issue Date” or "the date which falls [ ] Business Days thereafter”] (the Offer Period). See further Paragraph 9 below. [Add here any other conditions to which the consent given above is subject]. (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.)

9. TERMS AND CONDITIONS OF THE OFFER (Delete whole section if there is no Non-exempt Offer) Offer Price: [Issue Price/Not applicable/specify] Conditions to which the offer is subject: [Not applicable/give details] Offer Period: See paragraph 8 above. 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 the [Not applicable/give details] offer are to be made public: Procedure for exercise of any right of [Not applicable/give details] pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for [Not applicable/give details] certain countries: Process for notification to applicants of the [Not applicable/give details] 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 [Not applicable] known to the Issuer, of the placers in the [The Financial Intermediaries identified in or in the various countries where the offer takes manner specified in paragraph 8 above.] place.

0010155-0001994 ICM:15827452.21 43 ANNEX SUMMARY OF THE NOTES [Insert completed summary for the Notes]

0010155-0001994 ICM:15827452.21 44 NOTES WITH A DENOMINATION OF €100,000 (OR ITS EQUIVALENT IN ANY OTHER CURRENCY) OR MORE APPLICABLE FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Notes which have a denomination of EUR100,000 (or its equivalent in another currency) or more issued under the Programme. [Date] BELGACOM, S.A. DE DROIT PUBLIC Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the EUR2,500,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 20 December 2012 [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] which constitutes a base prospectus for the purposes of the Prospectus Directive (the Prospectus). 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 has been published on the website of the Luxembourg stock exchange (www.bourse.lu). [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] which are incorporated by reference in the Prospectus dated [l] 2012. 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 dated [l] 2012 [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the Prospectus), including the Conditions incorporated by reference in 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 has been published on the website of the Luxembourg stock exchange (www.bourse.lu). [Include whichever of the following apply or specify as “Not Applicable”. 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.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.] 1. (a) Series Number: [ ] (b) Tranche Number: [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)] (c) Date on which the Notes will be [The Notes will be consolidated and form a single Series consolidated and form a single Series: with [identify earlier Tranches] on [the Issue Date][insert other date]][Not Applicable] 2. Specified Currency or Currencies: [ ] 3. Aggregate Nominal Amount: (a) Series: [ ] (b) Tranche: [ ]

0010155-0001994 ICM:15827452.21 45 4. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] 5. (a) Specified Denominations: [ ] (N.B. Notes must have a minimum denomination of EUR100,000 (or equivalent)) (Note – where multiple denominations above €100,000 or equivalent are being used the following sample wording should be followed: “€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000”) (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) 6. (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) 7. Maturity Date: [Fixed rate – specify date/ Floating rate – Interest Payment Date falling in or nearest to [specify month]] 8. Interest Basis: [[ ] per cent. Fixed Rate] [[ ] month [LIBOR/EURIBOR] +/– [ ] per cent. Floating Rate] [Zero Coupon] (further particulars specified below) 9. Redemption[/Payment] Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount 10. Change of Interest Basis: [Specify the date when any Fixed to Floating change occurs or cross-refer paragraphs 13 and 14 below if details are included there] [Not Applicable] 11. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified below)] 12. [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)

0010155-0001994 ICM:15827452.21 46 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. 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 in arrear on each Interest Payment Date (If payable other than annually, consider amending Condition 4) (b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date (Amend appropriately in the case of irregular coupons) (c) Day Count Fraction(1): [Actual/Actual (ICMA)] [30/360] [Actual/360] (d) Determination Date(s): [[ ] in each year] [Not Applicable] (Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such a case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon) (e) Ratings Step-up/Step-down: [Applicable/Not Applicable] (f) Step Up Margin: [[ ] per cent. per annum/Not Applicable] 14. 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(2)] [Floating Rate Convention] [Modified Following Business Day Convention] [Preceding Business Day Convention] (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of Interest [Screen Rate Determination/ISDA Determination] and Interest Amount is to be 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 and Relevant Reference Rate: [ ] month [LIBOR/EURIBOR] Financial Centre: Relevant Financial Centre: [London Brussels] (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)

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

0010155-0001994 ICM:15827452.21 47 (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: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period) (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/Actual] Actual/365 (Fixed) Actual/360 [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] 30E/360 (ISDA)] (See Condition 4 for alternatives) (l) Ratings Step-up/Step-down [Applicable/Not Applicable] (m) Step Up Margin: [[ ] per cent. per annum/Not Applicable] 15. 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) Day Count Fraction in relation to Early Redemption Amounts: [30/360] [Actual/360] [Actual/365]

PROVISIONS RELATING TO REDEMPTION 16. Notice periods for Condition 6.2: Minimum period: [ ] days Maximum period: [ ] days 17. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount of each [[ ] per Calculation Amount/specify other/see Note and method, if any, of calculation Appendix] of such amount(s): (c) If redeemable in part: (i) Minimum Redemption Amount: [ ] (ii) Maximum Redemption Amount: [ ] (d) Notice periods Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example,

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

0010155-0001994 ICM:15827452.21 48 clearing systems and custodians, as well as any other notice requirements which may apply) 18. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount: [ ] per Calculation Amount (NB: If the Optional Redemption Amount is other than a specified amount per Calculation Amount, the Notes will need to be Notes for which no prospectus is required under the Prospectus Directive) (c) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries as well as any other notice requirements which may apply) 19. Final Redemption Amount: [ ] per Calculation Amount (N.B. The Final Redemption Amount must be 100 per cent. of the nominal value the Notes) 20. Early Redemption Amount payable on [ ] per Calculation Amount] redemption for taxation reasons or on an event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES 21. Additional Financial Centre(s): [Not Applicable/give details] (Note that this item relates to the place of payment and not Interest Period end dates to which item 14(c) relates) 22. Governing Law: [Belgian/English]

[THIRD PARTY INFORMATION [ ] 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

0010155-0001994 ICM:15827452.21 49 PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING [Application has been made by the Issuer (or on its (i) Application, Listing and Admission to behalf) for the Notes to be admitted to trading on the trading: regulated market of the [Luxembourg Stock Exchange] and listing on the [Official List of the Luxembourg Stock Exchange] with effect from [ ].] [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.] (ii) Estimate of total expenses related to [ ] admission to trading:

2. RATINGS Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]: [insert details]] [Each of [the rating agencies] is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).] [As such, each of [the rating agencies] is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List- registered-and-certified-CRAs) in accordance with the CRA Regulation. Tranches of Notes issued under the Programme may be rated or unrated by either of the rating agencies referred to above.] (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],][Not applicable;] so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business - 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: [Not Applicable] [ ]

5. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Names and addresses of additional [ ]

0010155-0001994 ICM:15827452.21 50 paying agent(s) (if any): (iv) Deemed delivery of clearing system Any notice delivered to Noteholders through the clearing notices for the purposes of Condition systems will be deemed to have been given on the 11: [second] [business] day after the day on which it was given to the X/N Clearing System.

6. DISTRIBUTION (i) Method of distribution: [Syndicated/Non-syndicated] (ii) If syndicated, names of Managers: [Not Applicable/give names] (iii) Date of [Subscription] Agreement: [ ] (iv) Stabilising Manager(s) (if any): [Not Applicable/give name] (v) If non-syndicated, name of relevant [Not Applicable/give name] Dealer:

0010155-0001994 ICM:15827452.21 51 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 (or the relevant provisions thereof) will be incorporated by reference into each Note. Reference should be made to “Applicable Final Terms” 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 20 December 2012 and made among the Issuer and BNP Paribas Securities Services SCA, Brussels Branch 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 completes these Terms and Conditions (the Conditions) and, in the case of 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, 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, unless otherwise stated, 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 (such Deed of Covenant as modified and/or supplemented and/or restated from time to time, the Deed of Covenant) dated 20 December 2012 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, subparticipant 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. If the Notes are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange the applicable Final Terms will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). 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.

0010155-0001994 ICM:15827452.21 52 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. In the Conditions, euro means 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.

1. FORM, DENOMINATION AND TITLE The Notes are in dematerialised book-entry form in the currency (the Specified Currency) and the denominations (the Specified Denomination(s)) specified in the applicable Final Terms. The minimum Specified Denomination for each Tranche of Notes will be specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. 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. 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

0010155-0001994 ICM:15827452.21 53 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. 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 The applicable Final Terms will indicate whether the Notes are Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes. 4.1 Interest on Fixed Rate Notes This Condition 4.1 applies to Fixed Rate Notes only. The applicable Final Terms contains provisions applicable to the determination of fixed rate interest and must be read in conjunction with this Condition 4.1 for full information on the manner in which interest is calculated on Fixed Rate Notes. In particular, the applicable Final Terms will specify the Interest Commencement Date, the Rate(s) of Interest, the Interest Payment Date(s), the Maturity Date, the Calculation Amount, the Day Count Fraction and any applicable Determination Date. 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, 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.

0010155-0001994 ICM:15827452.21 54 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: (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 This Condition 4.2 applies to Floating Rate Notes only. The applicable Final Terms contains provisions applicable to the determination of floating rate interest and must be read in conjunction with this Condition 4.2 for full information on the manner in which interest is calculated on Floating Rate Notes. In particular, the applicable Final Terms will identify any Specified Interest Payment Dates, any Specified Period, the Interest Commencement Date, the Business Day Convention, any Additional Business Centres, whether ISDA Determination or Screen Rate Determination applies to the calculation of interest, the party who will calculate the amount of interest due if it is not the Domiciliary Agent, the Margin, any maximum or minimum interest rates and the Day Count Fraction. Where ISDA Determination applies to the calculation of interest, the applicable Final Terms will also specify the applicable Floating Rate Option, Designated Maturity and Reset Date. Where Screen Rate Determination applies to the calculation of interest, the applicable Final Terms will also specify the applicable Reference Rate, Relevant Financial Centre, Interest Determination Date(s) and Relevant Screen Page.

0010155-0001994 ICM:15827452.21 55 (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. In the Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. If 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 (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: (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 (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.

0010155-0001994 ICM:15827452.21 56 (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 the day 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 (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. (Relevant Financial Centre time) 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 Domiciliary Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. If the Relevant Screen Page is not available or if, in the case of Condition 4.2(b)(ii)(A), no offered quotation appears or, in the case of Condition 4.2(b)(ii)(B), fewer than three offered quotations appear, in each case as at the Specified Time, the Domiciliary Agent shall request each of the Reference Banks to provide the Domiciliary Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Domiciliary Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Domiciliary Agent.

0010155-0001994 ICM:15827452.21 57 (iii) If on any Interest Determination Date one only or none of the Reference Banks provides the Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) or the inter-bank market of the Relevant Financial Centre (if any other Reference Rate is used) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Agent with offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for the purpose) informs the Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) or the inter-bank market of the Relevant Financial Centre (if any other Reference Rate is used) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period). For the purposes of this sub-paragraph (ii), Reference Banks means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter- bank market, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Agent and in the case of a determination of a Reference Rate that is not LIBOR or EURIBOR, the principal office of four major banks in the inter-bank market of the Relevant Financial Centre and Specified Time means 11.00 a.m. (London time, in the case of a determination of LIBOR, or Brussels time, in the case of a determination of EURIBOR or Relevant Financial Centre time in the case of a determination of any other Reference Rate (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 the aggregate outstanding nominal amount of the Notes and, in each case, multiplying such sum by the applicable

0010155-0001994 ICM:15827452.21 58 Day Count Fraction. The Interest Amount shall be calculated in accordance with the rules of the X/N Clearing System. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2: (i) if “Actual/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 × (Y − Y )] + [30 × (M − M )] + (D − D ) Day Count Fraction = 2 1 2 1 2 1 360 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 × (Y − Y )] + [30 × (M − M )] + (D − D ) Day Count Fraction = 2 1 2 1 2 1 360 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

0010155-0001994 ICM:15827452.21 59 “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; (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 × (Y − Y )] + [30 × (M − M )] + (D − D ) Day Count Fraction = 2 1 2 1 2 1 360 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 (a) the fourth London Business Day thereafter or (b) the first day of the relevant Interest Period. 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 promptly be 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 shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer the Domiciliary Agent 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 in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

4.3 Accrual of Interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Note have been paid; and

0010155-0001994 ICM:15827452.21 60 (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.

4.4 Adjustment of Rate of Interest for Fixed Rate Notes and Floating Rate Notes If Ratings Step-up/Step-down is specified as being applicable in the applicable Final Terms, the following terms relating to the Rate of Interest for the Notes shall apply: (a) The Rate of Interest payable on the Notes will be subject to adjustment from time to time if either Moody's Investors Service España, S.A. or any other entity that is part of the group to which Moody’s Investors Service Inc. or its successor belongs (Moody’s) or any successor agency thereof or Standard & Poor's Credit Market Services France SAS or any other entity that is part of the group to which Standard and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., or its successor belongs (S&P) or any successor agency thereof downgrades the rating ascribed to the senior unsecured debt of the Issuer below Baa3 in the case of Moody’s or below BBB- in the case of S&P (the Applicable Level). In this event, the Rate of Interest (in the case of Fixed Rate Notes) or the Margin (in the case of Floating Rate Notes) will be increased by the Step Up Margin for each Rating Notch (defined below) below the Applicable Level based on the lowest rating assigned by the rating agencies. In addition, if either Moody’s or S&P subsequently increases the rating ascribed to the senior unsecured debt of the Issuer, then the Rate of Interest (in the case of Fixed Rate Notes) or the Margin (in the case of Floating Rate Notes) payable on the Notes will be decreased by the Step Up Margin for each Rating Notch upgrade based on the lowest rating assigned by the rating agencies, but in no event will the Rate of Interest (in the case of Fixed Rate Notes) or the Margin (in the case of Floating Rate Notes) be reduced to below the initial Rate of Interest (in the case of Fixed Rate Notes) or the Margin (in the case of Floating Rate Notes) that applied at the Issue Date of the Notes. (b) Any Rate of Interest or Margin increase or decrease will take effect from the Interest Payment Date following the related rating downgrade or upgrade, as the case may be. For the avoidance of doubt if the total number of Rating Notch downgrades and total number of Rating Notch upgrades within an Interest Period are equal then there will not be any adjustment to the Rate of Interest for that Interest Period. For this purpose, a Rating Notch is the difference between a particular rating assigned by either Moody’s or S&P and the next higher or lower rating. For example, in the case of Moody’s the difference between either Baa3 and Ba1 or Ba1 and Ba2 shall constitute a Rating Notch and in the case of S&P the difference between either BBB- and BB+ or BB+ and BB shall constitute a Rating Notch, however, if both Moody’s downgraded from Ba1 to Ba2 and S&P from BB+ to BB this downgrade would in aggregate constitute only one Rating Notch from the prior rating. For the avoidance of doubt the placing of a rating on “Creditwatch” or a similar watch list for review for a rating downgrade or upgrade shall not constitute a Rating Notch.

(c) .If either the Moody’s or the S&P ratings are withdrawn for any reason, the Issuer shall use its best efforts to ensure that another internationally recognised rating agency (the Substitute Agency) provides a rating for the Notes and references in this Condition to Moody’s or S&P, as the case may be, or the ratings thereof, shall be to such Substitute Agencies or, as the case may be, the equivalent ratings thereof. (d) There is no limit to the number of times the Rate of Interest payable on the Notes can be adjusted prior to their maturity. (e) In the event the Rate of Interest payable on the Notes is adjusted pursuant to any of the above paragraphs, the Issuer shall promptly notify the Noteholders, the Domiciliary Agent, the National Bank of Belgium as operator of the X/N Clearing System and the Luxembourg Stock Exchange of the new Rate of Interest payable on the Notes in accordance with Condition 11 “Notices”. (f) Each of Moody’s and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of Moody’s and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and- certified-CRAs) in accordance with the CRA Regulation.

0010155-0001994 ICM:15827452.21 61 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 in these Conditions 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: (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) London or Brussels; (ii) each Additional Financial Centre specified in the applicable Final Terms;

0010155-0001994 ICM:15827452.21 62 (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 (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 Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.5); and (f) 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 the applicable Final Terms in the relevant Specified Currency on the Maturity Date specified in the applicable Final Terms.

6.2 Redemption for Tax Reasons Subject to Condition 6.5, 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 the minimum period and not more than the maximum period of notice specified in the applicable Final Terms 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, 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 to make available at its specified office to the Noteholders (i) 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 (ii) 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.

0010155-0001994 ICM:15827452.21 63 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) This Condition 6.3 applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than for taxation reasons), such option being referred to as an Issuer Call. The applicable Final Terms contains provisions applicable to any Issuer Call and must be read in conjunction with this Condition 6.3 for full information on any Issuer Call. In particular, the applicable Final Terms will identify the Optional Redemption Date(s), the Optional Redemption Amount, any minimum or maximum amount of Notes which can be redeemed and the applicable notice periods. If Issuer Call is specified as being applicable in the applicable Final Terms the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms to the Noteholders in accordance with Condition 11 (which notice 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) This Condition 6.4 applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Noteholder, such option being referred to as an Investor Put. The applicable Final Terms contains provisions applicable to any Investor Put and must be read in conjunction with this Condition 6.4 for full information on any Investor Put. In particular, the applicable Final Terms will identify the Optional Redemption Date(s), the Optional Redemption Amount and the applicable notice periods. If Investor Put is specified as being applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 11 not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms the Issuer will, upon the expiry of such notice, redeem such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. To exercise the right to require redemption of this Note the holder of this Note must 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 Clearing 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: (a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

0010155-0001994 ICM:15827452.21 64 (b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price, at the amount 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 the Day Count Fraction specified in the applicable Final Terms which will be either (i) 30/360 (in which case the numerator will be 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 will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days 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 will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days 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 will be 365).

6.6 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.

6.7 Cancellation All Notes which are redeemed will forthwith be cancelled. All Notes so cancelled and the Notes purchased and cancelled pursuant to Condition 6.6 above cannot be reissued or resold.

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

0010155-0001994 ICM:15827452.21 65 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) the holder of which 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, if applicable, 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) held 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) held 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; or (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. 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 in the Specified Currency of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 5 days in the case of principal and 10 days in the case of interest; or (b) if the 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

0010155-0001994 ICM:15827452.21 66 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. 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.

0010155-0001994 ICM:15827452.21 67 10. DOMICILIARY AGENT The name of the Domiciliary Agent and its initial specified office is set out below. If any additional paying agents are appointed in connection with any Series, the names of such paying agents will be specified in Part B of the applicable Final Terms. 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. Notice of any variation, termination, appointment or change in the Domiciliary Agent will be given to the Noteholders promptly by the Issuer in accordance with Condition 11.

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/or 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 such day as is specified in the applicable Final Terms 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 convening 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 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

0010155-0001994 ICM:15827452.21 68 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.

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.

0010155-0001994 ICM:15827452.21 69 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 of 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 Law Debenture Corporate Services Limited, at Fifth Floor 100, Wood Street, London EC2V 7EX as its agent for service of process, and undertakes that, in the event of Law Debenture Corporate Services Limited 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.

0010155-0001994 ICM:15827452.21 70 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 an issue, there is a particular identified use of proceeds, this will be stated in “Part B – Other Information” in the applicable Final Terms.

0010155-0001994 ICM:15827452.21 71 DESCRIPTION OF BELGACOM, S.A. DE DROIT PUBLIC

GENERAL INFORMATION ON THE CORPORATE STRUCTURE OF BELGACOM S.A. Commercial name: Belgacom Legal name: Belgacom, S.A. de droit public Registered office: Koning Albert II-laan 27, B-1030 Brussels Telephone number: +32 2 202 46 12 Enterprise number 0202.239.951, Brussels Register of Legal Entities Year of incorporation: Belgacom was established as an autonomous public-sector company, governed by the Law of 19 July 1930 establishing the Belgian National Telegraph and Telephone Company, the RTT (Régie des Télégraphes et Téléphones et Télégraphes / 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 the operates: Kingdom of Belgium Legal form: Limited liability company under public law (Société 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; and 4. to provide radio and television broadcasting services. Description of the Group: The Issuer is the ultimate parent company of the Group. A Group structure chart is set out on page 104.

HISTORY Belgacom’s business was initially operated as a public service called Regie van Telegrafie en Telefonie / Régie des Télégraphes et des Téléphones (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.

0010155-0001994 ICM:15827452.21 72 (“Proximus”) became a wholly-owned subsidiary of Belgacom. The business relationship between Proximus and Vodafone is maintained. In the last quarter of 1996, Belgacom established Belgacom Téléport SA, which in 1998 took over the activities of Espadon Télécommunications SA, and the resulting merged company was renamed “Belgacom France”. Belgacom exchanged its 100% shareholding in Belgacom France for a 10.8% interest in LDCom Networks in March 2002, which was subsequently reduced to 8.1% as of 31 December 2003 as a result of increases in the capital of LDCom Networks in which Belgacom did not participate. In 2004, LDCom Networks became Neuf Telecom SA, the leading alternative broadband services operator. In May 2005, Neuf Telecom SA and Cégétel merged into Neuf Cégétel 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 Cégétel. Finally, in 2006 Belgacom sold its 5.8% stake in Neuf Cegetel to SFR. In 1998, Belgacom and Tele Danmark (now TDC) created Ben Nederland, one of five mobile phone operators in the Netherlands. At the time of establishment, Belgacom 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) licence 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 Belgacom. In January 2005, Belgacom sold all the shares of Belgacom Directory Services SA to Promedia SCA. In January 2005, Belgacom 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 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 fitted 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.

0010155-0001994 ICM:15827452.21 73 To fulfill Belgacom’s mission, Belgacom 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) − network and IT services are centralized 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. These packs included fixed/mobile telephony, ADSL and television. In the beginning of January 2008 Belgacom sold its participation in Extenseo to the Aegis Media Belgium Group. At the end of February 2008, Belgacom announced the acquisition of the private limited company Poncin, which resells telecommunication services in the Liège area. With five telecom shops and a call center, “Ets Pierre Poncin” is a reseller of telecommunication services in the Liège area. 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 acquired Tele2’s Liechtenstein fixed and mobile operations, which was divested in December 2009 to Unify Nederland BV. In January 2009, a management buy-out took place for Telindus Portugal. Telindus International focuses on five key countries (the Netherlands, France, Spain, Luxembourg and the United Kingdom). In March 2009, Belgacom took a 40% stake in Tunz, a specialist in mobile payments and holding a European e-money licence. 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 holds 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 will own 22.4% and MTN will own 20.0% of BICS’ shares. On 4 January 2010, the extraordinary general shareholders’ meeting of Belgacom 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 concerned Belgacom SA, Belgacom Mobile SA, Telindus Group NV (only the national activities), Telindus NV, 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. In April 2010, Telindus divested the activities of its UK subsidiary Telindus Surveillance Solutions Ltd. to the American company Adtech Global Solutions.

0010155-0001994 ICM:15827452.21 74 In June 2010, Belgacom announced setting up of a new company called Belgacom Bridging ICT. This wholly-owned subsidiary is the basis for a new and exclusive channel with ICT experts throughout Belgium. In this new subsidiary, Belgacom consolidates the activities taken over from four IT integrators: ElectroComputer, Interconnect, Jockordy and Softcomputer. In July 2010 Belgacom Bridging ICT also acquired a 40% interest in ClearMedia. In June 2010 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). On 15 November 2010, Belgacom Invest Sàrl absorbed Tango Fixed SA, Tango Mobile SA and Tango Services SA. On 23 December 2010, the corporate form of Belgacom Invest Sàrl (private limited liability company) was changed into a limited liability company (Société anonyme) and its corporate name was changed into Tango SA with effect from 1 January 2011. In April 2011, Telindus France SA acquired 100% of the shareholding of Eudasys SAS, a data-storage market leader in France, and subsequently absorbed Eudasys SAS through a merger. During April 2011, Telindus SA (Switzerland) was liquidated. On 15 April 2011, Belgacom announced the acquisition of Wireless Technologies BVBA (Wireless Technologies) owning a chain of The Phone House stores in Belgium, subject to approval by the competition authorities. On 30 June 2011, the Belgacom Group disposed of Telindus SA (Spain). In July 2011, Belgacom entered into the share capital of two Belgian cloud startups Awingu NV and Dacentec NV. In August 2011, Belgacom incorporated a new re-insurance company in Luxembourg, BGC Re SA. In September 2011, Belgacom acquired minority interests in Softkinetic Systems NV - formerly In3Depth Systems NV - (3D gesture recognition) and Jinni Media Ltd (search engine). On 25 October 2011, Scarlet Telecom BVBA and ST Integration NV were liquidated. Also in October 2011 the Group divested Scarlet Curaçao. In November 2011, through the incorporation of a new company Belgacom ICT-expert Community CVBA Belgacom Bridging ICT NV joined forces with eight new local ICT experts to advise Small and Medium Enterprises (SME). In December 2011, Belgacom sold its Luxembourg affiliate Finbel Re to Crédit Suisse. Also in December 2011, Belgacom closed the liquidation of Euremis SA.

Shareholding Dividend Belgacom Ownership Shares Shares Voting rights Rights (31 October 2012) (%) (%) (%) Belgian State 180,887,569 53.51% 56.86% 56.09% Belgacom own shares 19,753,576 5.84% 0% 1.32% Free-float 137,383,990 40.64% 43.14% 42.601%

Recent acquisitions and divestitures 2012 Early January 2012, Belgacom acquired Wireless Technologies owning a chain of The Phone House stores in Belgium. The Belgian Competition Council approved the acquisition but included in its approval the obligation to divest a number of TPH points-of-sale, as well as the activity pertaining to the exploitation of the shop-in-shops by Wireless Technologies. On 30 March 2012, a stock purchase agreement was entered into by Belgacom for the acquisition of a 2.6% shareholding in the gaming company OnLive, Inc.

0010155-0001994 ICM:15827452.21 75 On 18 April 2012 at an extraordinary general shareholders’ meeting, Belgacom NV integrated Telindus Group NV through a merger by takeover. On 12 July 2012, Ogone, Tunz.com and Belgacom Group (who had a 40% stake in Tunz.com and is a longtime partner of Ogone) signed a strategic agreement whereby Ogone acquired 100% ownership of Tunz.com and agreed that the three companies will further develop their cooperation in the domain of electronic & mobile payments.

Latest developments In September 2012, an agreement was reached under which 25 points-of-sale of The Phone House and the activity related to shop-in-shops will be sold to YourCall BVBA (YourCall). Wireless Technologies and YourCall intend to close the transaction this year subject to the satisfaction of certain conditions precedent. After this transaction, 57 points of sale of ‘The Phone House’ will remain the property of Belgacom. These allow Belgacom to better meet the expectations of a constantly changing telecom market and the demand for more innovative products and services such as smartphones, mobile internet and convergent packs.

PRODUCTS AND SERVICES The 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 Group, with its subsidiaries, provides its customers, whether private or professional, company or institution, with a comprehensive range of offers and solutions in fixed and mobile networks. The 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 to anticipate 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. From 1 January 2008, 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 following reportable five 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 Belgian and international markets.

3. The Service Delivery Engine & Wholesale (SDE&W) The SDE&W centralizes 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, 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.

0010155-0001994 ICM:15827452.21 76 5. Staff and Support (S&S) 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 amortization 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 2012 2011 Consumer Business Unit 1,153 1,144 Enterprise Business Unit 1,156 1,186 Service Delivery Engine 154 161 Staff & Support 16 15 International Carrier Services 796 760 Segment eliminations -71 -72

Total 3,198 3,195

The Belgacom Group ended the first-half of 2012 with EUR 3,198 million revenue. This was slightly up (+0.1%) versus the same period in 2011, or up 0.5% on a like-for-like4 basis. Over the first six months regulatory measures reduced Belgacom’s revenue by EUR 30 million (-0.9%). Excluding this, Belgacom’s underlying revenue ended 1.4% higher versus the first six months of 2011. This is as a combined result of: − A solid revenue contribution from Mobile Data, Tango and TV in the Consumer segment, more than offsetting the Fixed and Mobile Voice revenue erosion, ex-regulation. − Improved underlying revenue for the Enterprise Business Unit due to higher organic revenue from ICT. This, combined with the revenue contribution from Mobile data, more than compensated for the revenue decline from Fixed and Mobile Voice, ex-regulation. − Solid year-over-year revenue growth from the International Carrier Segment, BICS. This segment benefitted from a positive currency effect, a favourable destination mix, and the continued growth of Mobile data and signalling.

Revenue evolution of the segments and the drivers are described in more detail below.

4 Excluding the impact from acquisitions, divestments and the one-off accounting adjustment following the passing of the new Telecom Law.

0010155-0001994 ICM:15827452.21 77 Consumer Business Unit - CBU The Consumer segment ended the first-half of 2012 with EUR 1,153 million revenue up 0.7% year-on- year. On a comparable basis, the revenue was almost flat (-0.2%), including a negative impact from regulatory measures for a total amount of EUR 16 million (1.4%). Excluding this, CBU’s underlying business showed a 1.2% growth compared with the first six months of 2011. This was driven by the positive results of Mobile Data, Tango and TV, which offset the decline in Fixed and Mobile Voice revenues, ex-regulation.

− Belgacom has kept the Fixed Voice line erosion fairly stable over the first half of 2012. The lower Fixed line base, however, remained the primary reason for the declining trend in revenue, partly offset by an indexation of prices. By the end of June 2012, the revenue from Fixed Voice totalled EUR 215 million, i.e. a 7.9% decline compared to last year. By the end of June 2012, the CBU Fixed Voice customer base totalled 1,758,000 lines, a 5% decline on an annual basis. The improved trend in terms of line loss compared to 2011 is the result of the strong uptake in the Happy Time XL price plan, allowing free Fixed-to-Mobile calling. − Over the first six months of 2012, CBU recorded EUR 169 million revenue from Fixed Internet, a 0.5% increase from the same period last year. The broadband customer base grew by 25,000 in the first half of 2012, nearly twice as much as during the same period in 2011. The customer growth was supported by the launch of the new ‘Internet Everywhere’ Broadband offers. This brought the total CBU Fixed Internet customer base to 1,169,000 by the end of June 2012. − Belgacom TV continues to be successful, growing revenue by 8.5% year-on-year to EUR 113 million during the first-half of 2012. During this period, Belgacom added 91,000 TV subscriptions, resulting in a total TV customer base of 1,301,000 (+20% year-on-year), of which 209,000 were multiple streams. − As seen generally across the European Telecom sector, revenue from Consumer Mobile Voice is under pressure. For the first six months of 2012, CBU’s Mobile Voice revenue was EUR 253 million. This is 11.6% lower than for the same period in 2011, of which -2.6% was due to a one-off accounting adjustment. Over the first half of 2012, CBU grew its mobile customer base by 15,000 to a total of 3,811,000. This was the net effect from a solid growth in Mobile Postpaid by 60,000, mainly driven by Mobile data cards from the newly launched Internet Everywhere offer, and a net customer loss of 45,000 in Prepaid. This includes the more promotion-sensitive Mobile brand “Mobisud”. − CBU recorded a double-digit revenue growth for Mobile Data, an increase of 11.6% to EUR 199 million for the first half of 2012. SMS revenue of EUR 172 million increased up by 9.6% compared to the first six months of 2011, as a result of a steep growth in average monthly SMS usage. This was driven by the “Generation” pricing plans, offering unlimited SMS usage combined with a fixed amount of Voice and Mobile Data usage. Non-SMS Mobile Data, advanced Mobile Data, showed a strong year-over-year revenue growth of nearly 26%, generating EUR 27 million in the first half of 2012. − Revenue from CBU’s Luxembourg Mobile operator Tango grew year-on-year by 7.3% to EUR 55 million. Although the iPhone offer annualised, the success of mobile subscriptions for iPhones together with the on-going migration of prepaid towards post-paid offers, resulted in a continued revenue increase. Tango acquired 3,000 new Mobile customers in the first half of 2012, resulting in a total customer base of 268,000.

Enterprise Business Unit - EBU Over the first six months of 2012, EBU generated EUR 1,156 million revenue, 2.5% less than the same period in 2011. Like-for-like, the revenue decline was limited to 0.7%. This includes a negative impact from regulatory measures for a total of EUR 13 million (-1.1%). Excluding this, EBU’s underlying business showed a 0.4% growth compared with the first half of 2011 in the context of an unfavourable economic climate. The organic revenue growth in ICT, combined with the revenue contribution from Mobile data, more than compensated for the eroding revenue from Fixed and Mobile Voice, ex-regulation.

0010155-0001994 ICM:15827452.21 78 − Over the first-half of 2012, EBU generated EUR 244 million from Fixed Voice, down 3.6% from the same period in 2011. The trend improvement on the previous year was the result of the price indexation at the start of 2012. This positive price effect was, however, more than offset by the continued Fixed line erosion (-33,000 for first half 2012) combined with lower Fixed-to-Mobile rates since 1 January 2012. EBU had a total Fixed Voice customer base of 1,379,000 customers by the end of June 2012. − EBU’s Fixed Data revenue, consisting of Fixed Internet and data connectivity revenue, over the first six months of 2012 amounted to EUR 198 million an increase of 1.2% versus the same period in 2011. Despite operating in a saturated and highly competitive professional fixed internet market, EBU ended June 2012 with a fairly stable fixed internet customer base of 445,000. − Over the first-half of 2012, EBU recorded EUR 339 million in ICT revenue, which was 3.6% lower than 2011. However, excluding the impact from the Telindus Spain divesture, ICT revenue grew by 3.5% compared with the first half of 2011. − In line with the trend across Europe, the Mobile Voice revenue from EBU is under pressure. Over the first half of 2012, Mobile Voice revenue totalled EUR 208 million. This is 10% below the comparable period of 2011, in part driven by regulatory measures and a one-off accounting adjustment. Furthermore, the continued uptake of pricing plans including free Voice usage, and a competitive corporate and SME mobile market are causing some revenue erosion. These negative effects were partly offset by the indexation of some of the mobile price plans in January 2012, while the Mobile usage per customer remained fairly stable in comparison with 2011. EBU grew its Mobile customer by 58,000 to a total of 1,449,000, including Mobile Voice, Mobile data and Machine-to-Machine cards. Over the first-half of 2012, EBU’s total Mobile Data revenue was EUR 114 million, up 10.9% versus the same period of 2011. SMS continued its double digit revenue growth (+11.9%) versus the prior year as a consequence to the continued growth from SMS usage. This was triggered by the success of MTV Generation pricing plans, including unlimited SMS which pushed the volume of both free and paying SMS. Revenue from Advanced Mobile Data grew by 10.2% to EUR 61 million for the first half of 2012, mainly driven by the continued success of Mobile Solutions and Internet on GSM subscribers.

Service Delivery Engine & Wholesale - SDE&W The revenue over the first-half 2012 totaled EUR 154 million, a year-on-year decline of 4.6%, mainly in the wholesale segment. This decline was mainly due to lower leased line volumes and lower roaming prices which was only partially offset by increased roaming volumes. Regulatory measures reduced revenue by 1%.

Staff & Support - S&S Total S&S revenue recorded in the first six months of 2012 was EUR 16 million. This is EUR 1 million or 7% above the revenue generated in the comparable period of 2011.

International Carrier Services - BICS For the first-half of 2012, BICS reported EUR 791 million revenue, 4.1% more than the first six months of 2011. BICS showed an improved revenue trend as result of a strong growth in Voice revenue, supported by a positive currency effect as the dollar strengthened year-on-year and a favourable destination mix with proportionally more traffic to Africa. In addition, Mobile data and signalling continued to solidly grow. The positive evolutions offset the negative impact of the European-wide MTR reduction.

0010155-0001994 ICM:15827452.21 79 REGULATION

INTRODUCTION Belgacom is active on the Belgian telecommunications market that is regulated through laws adopted by the Parliament, secondary legislations and BIPT decisions. Belgacom, as an operator with Significant Market Power (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 has been required to provide Universal Service and additional services throughout Belgium since 1998.

THE 2005 LAW The law currently in force in Belgium is the law on electronic communications of 13 June 2005 (the 2005 Law) (Wet betreffende de elektronische communicatie/Loi relative aux communications électroniques) that implemented the 2003 European Framework. The scope of this law is limited to the provision of electronic communications services and networks. In principle, 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. The 2005 Law was modified in 2012 to implement the revised EU framework (the 2009 Framework). The modifications put a strong focus on universal service and consumer protection. The new law entered into force on 4 August 2012. A transitory period until 1 October 2012 was foreseen for the measures relating to early termination of fixed term contracts. Some implementation details are also left for secondary legislation (Royal Decrees, Ministerial decrees, BIPT decisions).

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 (CRC) (composed of members of 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 2005 Law 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 BIPT. There is no automatic right to use numbers or radio frequencies. A right of use is required, and this is granted by BIPT under certain conditions. Belgacom is a holder of a public fixed telephony authorisation and a public network authorisation. Belgacom was also granted rights to use 900 MHz, 1800 MHz, 2.1 GHZ and 2.6 GHZ spectrums. It has also notified a series of additional services to BIPT.

SPECTRUM Belgium has currently five licenced mobile network operators: Belgacom (which offers services under the brand name Proximus), Mobistar, KPN Group/BASE), Telenet/Tecteo Bidco (TTB: a partnership between the cable operator Telenet and VOO) and BUCD bvba (backed by Asian investors).

0010155-0001994 ICM:15827452.21 80 2G licences were granted to Proximus and Mobistar in 1995. A third licence was granted to KPN/BASE in 1998. All licences have been granted for a 15 year period with the possibility to extend them tacitly for an additional period of five years. Belgacom paid EUR 223 million for its initial licence In August 2011, via the acquisition of a fourth 3G licence (see below), TTB has been allowed to exercise a call option for 2G spectrum in both the 900MHz (2x4.8MHz) and 1800MHz (2x10MHz) spectrum bands which become available on 27 November 2015. TTB will have to pay an additional licence fee of EUR 31.5 million. In order to free up the spectrum, a redistribution of the spectrum owned by Belgacom and Mobistar is needed and part of their spectrum will need to be surrendered with a guarantee to keep at least 2x10 MHz in the 900 MHz band and 2x20 MHz in the 1800 MHz band. On 6 February 2012, BIPT communicated its approach concerning spectrum “reshuffling” (reorganisation) in the 900 and 1800 MHz bands that will happen on 27 November 2015. BIPT has asked Mobistar and Belgacom to find an arrangement on how to reorganise their spectrum in the 900MHz band (if no agreement can be found BIPT will impose the repartition). A BIPT draft decision is expected by the end of 2012/early 2013. In accordance with the Royal Decree, GSM licences can be tacitly renewed for a period of five years unless otherwise decided at least two years before the end date of the licence. On 25 November 2008, BIPT decided to block the tacit reconduction of the 2G-licences of the three mobile operators and requested additional fees. Belgacom challenged this decision due to a dispute over the two year notification period. On 20 July 2009, the Brussels Court of Appeal annulled the decision. The Court ruled that the Proximus licence 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 required the mobile operators to pay for the tacit extension of their 2G licences until 2015. Belgacom maintained its position that the tacit extension of its 2G licence (2010-2015) does not imply payment. On 18 August 2010, Belgacom filed an annulment procedure before the Constitutional Court against the Law of 25 March 2010. Both Mobistar and BASE followed with similar actions. Besides this annulment, Belgacom initiated on 7 October 2010 further action against the Belgian State and BIPT to ensure recovery of the undue licence fees. In June 2011 the Constitutional Court submitted a number of questions to the European Court of Justice in order to ascertain whether the Belgian law complies with the interpretation of the Authorisation and Framework directives. A decision by the European Court is expected by the end of 2012. In the meantime, Belgacom complies with the payment obligations with all due reserves. The amount of EUR 74 million for Belgacom for the first period of extension of its licence (until 2015) corresponds to the original 2G licence fees proportionate to the spectrum quantity and duration. Operators can choose between a one-time upfront payment or recurrent annual payments. For the extension, Belgacom opted for annual payments. The first payment for approximately EUR 12 million was made in April 2010. The second payment for approximately EUR 16.7 million was made in December 2010 (corresponding to the year 2011) and the third payment of approximately EUR 16.3 million was made in December 2011 (corresponding to the year 2012). On 22 December 2010, 2G licences were extended via Royal Decree until 15 March 2021. An additional payment for the period (2015 - 2021) will also be due. Belgacom, Mobistar and KPN/BASE were awarded 3G/UMTS licences (2.1 GHz) in March 2001 via an auction process. Four licences were offered but only three bids were received and the concessions were sold to each operator at the minimum fee of EUR 150 million. On 15 July 2011, BIPT awarded the fourth 3G licence to the sole candidate, Tecteo Telenet Bidco (TTB) for EUR 71.5 million for the same quantity of spectrum as the existing operators (2x15 MHz). The licence will expire at the same date for all operators (existing and new operators) i.e. 15 March 2021. TTB will pay the fee by way of annual instalments over the lifetime of the new licence. National roaming is imposed only on 2G (voice and low speed data) and only if TTB offers 20% population coverage. The obligation on existing operators to offer national roaming will be limited in time (8 years or could go down to 6 years if TTB gets 900 MHz spectrum). Other conditions remain the same as for the first 3G operators (e.g. coverage, rollout) or have become even stricter (e.g. 85% population coverage after 6 instead of 8 years). TTB is also obliged to start offering commercial services no later than January 2013. In May 2012, BIPT chairman warned that TTB’s licence could be revoked if it fails to meet this requirement. The announcement was made a few weeks after Telenet announced an extension of its strategic partnership with Mobistar, with the duo confirming that they would continue an existing MVNO deal until 2017.

0010155-0001994 ICM:15827452.21 81 [Under the current legislation, BIPT is responsible for ensuring that the 3G licence holders comply with the conditions of their licence. On 24 January 2012, BIPT communicated to the mobile operators the results of the 3G coverage controls performed between February and April 2011: conditions under the 3G licences include a 50% population coverage obligation since 1 January 2008 (based on 3G spectrum use only) and 85% population coverage since 15 March 2009 (softer obligation of means including use of 900MHz spectrum). BIPT concluded that Belgacom and Mobistar complied with both obligations. KPN/BASE complied with its 50% coverage obligation but had not reached the objective of 85% coverage and BIPT started an infringement procedure. KPN/BASE was given until 9 March 2012 to reach the required coverage. BIPT announced on 20 June 2012 that new tests performed in March/April showed that KPN/BASE had reached its objective and the infringement procedure against KPN/BASE was terminated.] The 4G auction in the 2.6 GHz band held on 28 November 2011 by BIPT was concluded after four rounds with total bids of EUR 77.79 million. Limits were set at a maximum of 2x20MHz of FDD spectrum or 45MHz TDD spectrum per operator. Amongst the five candidates (Belgacom, Mobistar, KPN GB/BASE, BUCD and Craig Wireless Belgium inc.) only four operators presented a bid and acquired spectrum. Belgacom acquired 2x20 MHz contiguous in the lowest part of the 2.6 GHz frequencies for EUR 20.22 million. The other licencees are Mobistar (2x20 MHz for EUR 20.02 million), KPN/BASE (2x15 MHz for EUR 15.04 million) and BUCD bvba (45 MHz for EUR 22.51 million). Belgacom, Mobistar and KPN/BASE opted for the FDD technology and BUCD for the TDD technology. The licences are valid for 15 years, effective as of 1 July 2012. Payment also occurred in July 2012. Belgacom paid the fee upfront. No coverage obligations are imposed but there is an obligation to inform the customers in relation to the effective coverage. During the auction process, one block of 2x15 MHz remained unsold. In a consultation launched on 14 November 2012 in relation to the upcoming auction of the 800 MHz band, BIPT has proposed to reserve this block for a new entrant which does not currently possess 2.6 GHz spectrum – the same conditions and expiry date (ie. 1 July 2027) will apply as for the existing 2.6 GHz operators. The process is expected to be completed by the end of 2013. [On 14 November 2012, BIPT launched a consultation concerning the conditions for auctioning the 800MHz band (resulting from the digital dividend) for wireless broadband services. The conditions foresee: (i) a spectrum maximum cap at 2x10 MHz; (ii) a minimum price of EUR 90 million per block (EUR 270 million in total); (iii) Coverage obligations of at least 3 Mbps outdoor: 30%, 65% and 98% after 2, 4 and 6 years respectively (non 2G operators have 50% more time for roll out). Priority areas (not covered by 3G) have also been defined and 800 MHz operators must reach 98% coverage in these areas within 2 years (6 years for non 2G (operators); (iv) National roaming (retail minus) may be imposed by BIPT upon the receipt of a request from a 800 MHz operator that is not a 2G operator, once such operator has itself reached 20% coverage. National roaming may be imposed on 2G, 3G and 4G (excl. 2.6 GHz) for a maximum of 9 years; (v) no spectrum sharing is foreseen. The auction process is expected to be completed by the end of 2013.) The World Radio Communication Conference 2012 (WRC-12) decided on 17 February 2012 to allocate the 700 MHz band (694-790 MHz) to mobile services on a “co-primary” basis with other services, mainly broadcasting services. This allocation will be effective immediately following the World Radio Communication Conference in 2015 (the WRC-15). “Co-primary allocation” means that services have equal rights to operate in the same band. In practice, each country will need to decide between these two services taking into account technical constraints or coordination requirements. If this band is assigned to mobile broadband services, broadcasters will need alternative spectrum assignments in the remaining band 470- 694MHz. The Commission will define the technical conditions during WRC-15. To assist 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. On 16 November 2011 BIPT adopted two decisions: the first allowed the four mobile operators to deploy UMTS/LTE in the 900MHz, 1800MHz and 2.1 GHz bands; the second reviewed the current allocation of the 1800MHz spectrum to allow Belgacom and Mobistar to have a continuous block of 2x20MHz (previously 2x15MHz) from 1 July 2012. This allowed optimum use of the LTE technology in this band. Mobistar complied with its deadline and shifted its 1800MHz band by 1 July 2012. Each of the 3 mobile operators has now at least 20MHz duplex contiguous that can be used to deploy LTE. The BIPT decisions' did not propose any change in the spectrum allocation of the 900 MHz band before 27 November 2015 i.e. when or if TTB

0010155-0001994 ICM:15827452.21 82 receives 2G spectrum. In 2015, the spectrum allocation in the 1800 MHz band will also require reviewing. Modifications for the period November 2015 - March 2021 will require additional decisions. On 20 September 2011, BIPT published draft guidelines for infrastructure sharing. These guidelines support passive infrastructure sharing (site, mast, etc.) and basic radio access Network/RAN sharing (antenna, backhaul links, etc.). Until now, only site sharing has been largely developed and is even promoted by law. BIPT is not opposed to a further extension of the infrastructure sharing in the RAN provided that operators keep control of their network and services. BIPT explained that spectrum sharing is forbidden by law (each operator must remain the sole user of the frequencies allocated or transferred to it). BIPT does not favour sharing part of the core network as little differentiation is possible in terms of coverage and network quality, which limits competition in the market. The rights of use for radio frequencies used entirely, or in part, for public e-communication services are transferable subject to notification to the BIPT. The Royal Decree of 2010 sets out the rules for the transfer of rights of use. A transfer can be refused if it would result in unfair competition or would not fulfil the requirements of effective and efficient use of the radio frequency spectrum. The norms for electromagnetic fields in Belgium is a regional matter. These norms are different depending on the region. In the Brussels Capital Region, the norm is 3V/m cumulative, where each operator has a 25% share. This means that the norm is effectively set to 1,5V/m per operator. The Brussels norm is currently the most stringent norm in the world. In Wallonia the norm is 3V/m per antenna, per technology and per operator in living areas. In Flanders the norm is also 3V/m per antenna, per technology and per operator in living areas, but the cumulative field strength is at maximum 20,6V/m in all other areas. Local authorities, municipalities and/or provinces are taxing mobile infrastructure (pylons, masts and or antennas) located on their territory. The mobile operators successfully challenged these taxes based on article 98 of the Law of 21 March 1991 which states that “the authority cannot impose any tax, levy, payment, retribution or fee of any kind for the right of use (on the operator of the concerned network).” However the Constitutional Court judgement of 15 December 2011 implies that this statement can no longer be used.Up to now, local tax regulations regarding mobile infrastructure are still successfully challenged based on the principle of non-discrimination.

SPECIAL STATUS OF OPERATORS WITH SIGNIFICANT MARKET POWER Pursuant to the EU framework and the 2005 Law, the Belgian regulators are required to perform an analysis of the markets on the basis of the principles set out by the Commission in its Recommendation on relevant market and its 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 operators with SMP or withdraw existing obligations if the market is considered as competitive. The obligations that can be imposed at wholesale level are access, transparency, non-discrimination, accounting separation, price control, cost accounting and functional separation1. At retail level, the list of “appropriate” remedies contains retail tariff regulation, no undue preference to specific end-users and not unreasonably bundled services. Under the 2009 EU Framework, power over remedies imposed by regulators is shared by the Commission and the body of European Regulators (BEREC). In practice, the Commission can propose binding decisions to address inconsistent regulatory approaches of regulators on market analysis notifications. As regulators of the sector, BIPT jointly with the Communities regulators for certain markets is in charge of the analysis of the markets identified by the Commission as susceptible to be subject to ex ante regulation. Under the 2005 Law, 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 analysis of the markets must in principle be updated every three years or any time after adoption of a new EC Recommendation, at which time BIPT will need to reassess the regulatory obligations it has imposed.

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. Based on the EU framework, functional separation can be imposed only as an ‘‘extraordinary measure’’ subject to prior agreement of the European 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’’

0010155-0001994 ICM:15827452.21 83 BIPT has finalised the first round of the analysis of the markets identified in the EC Recommendation of 2003 (the Recommendation) on relevant markets (except the roaming market which is now covered by the EU Regulations of 2007, 2009 and 2012). During this first round, 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 resulted in a reduction (from 18 to 8) of the number of markets susceptible to be submitted to ex- ante regulation, particularly the retail markets. The Commission has however considered that wholesale markets such as the ones that oblige Belgacom to provide access to its broadband network and the fixed and mobile call termination markets should in principle continue to be reviewed in view of assessing whether they must be subject to ex-ante regulation. Remedies that have been imposed on markets that are no longer on the Commission list should stay in place until a new market analysis is due and undertaken. At the retail level, the national fixed retail call markets (M3&5/2003) are no longer included in the 2007 EC Recommendation (except in case of specific national circumstances) but BIPT has considered that they were not effectively competitive and decided to keep the existing regulation. In particular, BIPT re-enforced the obligation to reflect the Mobile Termination Rates (MTR) decreases in retail fixed to mobile tariffs (100% and same day as MTR decrease) following second round market analysis in 2008. Belgacom was also designated as having SMP during the first round analysis in 2006 on the fixed retail access markets (M1- 2/2003) with an obligation to offer wholesale line rental (WLR) on a retail minus basis. BIPT proposed in its draft second round analysis (M1/2007) of April 2009 and September 2012 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 which was never implemented for practical and economic reasons and not to impose a new type of WLR obligation for VoIP as initially considered. A final decision is expected by late 2012/early 2013. The retail leased lines market up to 2Mbps (M7/2003) has been regulated as a result of the first round analysis performed in 2007. In July 2012, the BIPT submitted a public consultation its draft second round in which it proposed to deregulate the market and withdraw the obligations. At the wholesale level, Belgacom was designated in the first round analysis as having 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 market (M13/2003) in 2007. On 23 October 2009, BIPT submitted to 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. No final decision has been provided. The transit market, no longer included in the EC list of markets susceptible to ex-ante regulation, was concluded in the second round analysis on 15 March 2011 as competitive and the obligations previously imposed to Belgacom were withdrawn. On 2 March 2012, BIPT adopted its final decision replacing the decision of 11 August 2006 on the fixed call termination market. Belgacom was designated as SMP operator and continues to be subject to a series of obligations incl. price control based on BU-LRIC model, and transparency with an obligation to publish information about future network evolutions five years in advance. The obligations of accounting separation and internal non-discrimination have been withdrawn. Fifteen alternative operators have also been designated as having SMP with the same price control obligation as Belgacom. As a consequence, the 15% tariff asymmetry allowed previously was withdrawn from 1 April 2012. This asymmetry had already been reduced by the first round market analysis (from 500% in 2002 for Telenet and Versatel, to 370% in 2007, 190% in 2008 and 15% in 2009). In the wholesale leased lines market Belgacom was considered to possess SMP both by the first round market analysis in 2007 and the draft second round analysis released by BIPT in July 2012. According to the proposal, this market (BROTSOLL leased lines) includes now Next Generation Leased Lines (NGLL) (based on Ethernet MPLS) in addition to the traditional partial circuits and backhauls. Alongside traditional wholesale obligations of non-discrimination and accounting separation, new access obligations are proposed including an obligation to offer a budget estimates prior to ordering. BIPT also proposes to implement two types of price control: (i) cost orientation for classical lines as well as for transport and local copper parts and (ii) price squeeze control for local fiber parts of NGLL.

0010155-0001994 ICM:15827452.21 84 In 2008, a first round market analysis also designated Belgacom 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. This designation was confirmed in 2011 by the second round analysis of the LLU market (M4/2007) and Belgacom was imposed the following obligations: access to local loops (the sub-loop unbundling obligation was removed where VDSL2 is deployed), non-discrimination, transparency (with obligation to comply with a five year notice period for network changes and one year notice period for launch of retail FTTH services) and price control (cost orientation and price squeeze). Cable and fibre are excluded from the scope of this market. On 18 July 2011, the Conférence des Régulateurs (CRC), comprising the federal telecom regulator BIPT, the Flemish media regulator VRM, the media regulator of the French community CSA and the media regulator of the German community Medienrat, published its final decisions on the wholesale broadband (bitstream) market. Belgacom’s broadband regulation is based on the finding of sole dominance (cable not included in the market). VDSL prices must be cost oriented and Belgacom has to offer bitstream access for television (multicast). Rules are also imposed for the adaptation of wholesale prior to retail. On 4 January 2012, BIPT approved Belgacom’s alternative multicast solution based on shared channels (wholesale customers can use the multicast channels that are already on the Belgacom network if they acquire the corresponding content rights). Belgacom’s detailed reference offer was approved on 4 October 2012 by BIPT who stressed the importance to comply with the timing of implementation of the offer (i.e. six months after the decision). BIPT also maintains strong focus on non-discrimination and “Operational Excellence” for wholesale services. Belgacom launched an appeal against certain aspects of the broadband decision (non- inclusion of cable and obligations of Operational Excellence and multicast). On 1 July 2011, the CRC decided to regulate the dominant cable operators in their respective coverage areas and to require them to resell analogue TV, to open up their digital TV platform and to resell broadband. Belgacom can obtain access to analogue TV. The wholesale prices of the cable operators have to be approved by the regulators. In September 2011, all cable operators filed a procedure for suspension and annulment before the Court of Appeal against the CRC decision of 1 July 2012 to open the cable. The Court first took into consideration the suspension cases. After having rejected the suspension request of Telenet on 4 September 2012, the Court decided on 6 November to also reject the claim of the Walloon cable operators (Numéricâble, Tecteo, Brutélé and AIESH). The Court will now treat the case on its merits and a judgement is not expected before the second half of 2013. Regulators are currently preparing a draft decision approving the reference offers of the cable operators. A decision on terms and conditions is expected in the first half of 2013, followed by an implementation period of six months for the cable operators. Belgacom also filed an annulment request against its exclusion as beneficiary from digital TV and broadband access in the broadcast decisions. The Belgacom fixed interconnection prices (BRIO) were set by BIPT on 26 November 2008 for the period 2008-2010. BIPT has not adopted any new decision for interconnection tariffs beyond this 2008-2010 period. The tariffs set out in the 2008 decision are therefore de facto still applicable. The last monthly rental fee for unbundled copper line (BRUO) has been set at EUR 8.03 since 15 August 2010 following a Court ruling of 30 June 2010. As the BRUO tariffs are a building block for bitstream (BROBA ADSL) tariffs, these tariffs were adapted accordingly. Since 2008, Belgacom has offered wholesale broadband access (WBA) (VDSL2 bitstream). On 2 August 2010, BIPT adopted a decision on the monthly rental for WBA. This price temporarily applied a 15% mark-up on the fibre investments for the additional related business risks. However, the CRC decision of 1 July 2011 concerning the wholesale broadband market imposed a strict cost orientation for WBA. BIPT intends to review the wholesale prices (BRIO, BRUO, BROBA and WBA) from 2013 based on a new cost model for a fixed next generation core and access network that is currently being developed. The aim of this model is to calculate the unit costs of the wide variety of services provided by Belgacom and used by alternative telecom operators to compete with Belgacom. Concerning the broadband wholesale prices, in October 2011, the Commission proposed to reduce copper prices in areas where incumbents were not investing in Next Generation Access Network [to be defined] and particularly fibre networks. In July 2012, the Commission reversed its initial position and indicated that prices for copper local loop unbundling should stabilise around the current EU average of EUR 9/month in real price terms (i.e. prices should be allowed to increase in line with inflation). The Commission

0010155-0001994 ICM:15827452.21 85 also proposes more flexibility for fiber-based Next Generation Network (NGN) wholesale products and to allow pricing not based on costs in some cases, as long as wholesale access is non-discriminatory and there are signs of significant competition from other types of infrastructure. While announcing some relaxation of the rules concerning the wholesale access prices in July 2012, the Commission also announced “tougher non- discrimination rules” i.e. mechanisms ensuring competing operators get the same inputs, on equal terms and of equal quality, as the incumbent's own retail operations, also that their margins are not artificially squeezed. The text that will be presented by the Commission will “underline that equivalence of inputs is the best guarantee of non-discrimination, to ensure equivalence of access”. The EC intends to submit draft guidelines in 2013 that will apply until 2020. 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. These are subject to regulatory analysis and/or approval by BIPT. The measures imposed by 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 the next five years on a “high” level; (ii) the modalities to keep buildings open (five years except for building without OLO presence); (iii) measures to oblige continuation of LLU services. 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. However BIPT requires Belgacom to notify one year prior to a retail offer. In such case, BIPT would carry out a new analysis of the wholesale broadband market. BIPT has stated that an improvement of the quality of the wholesale services of Belgacom is one of their priorities and has undertaken several actions in this respect: (i) an audit of the operational processes in 2009 focused on non-discrimination between retail and wholesale with regard to the delivery of broadband lines, the efficiency of the operational processes and proposals for improvements and the implementation of IT adaptations, (ii) a decision of August 2011 imposed additional operational obligations; (iii) organisation of operational workgroups with Belgacom and the alternative operators with the aim to reach a consensus on required changes on wholesale processes. In its decision on the analysis of the LLU and wholesale broadband markets of 1 July 2011, the BIPT maintained a strong focus on operational excellence for wholesale services. It announced that BIPT will perform a second audit to assess the status of wholesale operations as from early 2013. It foresees the possibility to impose functional separation if no sufficient improvement is established. Belgacom, Mobistar and KPN/BASE have been designated as a 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 rates (MTR) was imposed in August 2006 in the first round market analysis for the period 2006 - 2008. During the period 2008 - 2010, the MTR remained unchanged pending the adoption of the second round market analysis decision. On 29 June 2010, BIPT adopted a decision to decrease the MTR in order to reach a tariff of 1.08 eurocent/minute (ex. inflation) on 1 January 2013 and to abolish the asymmetric tariffs mechanism. Since 1 January 2012, Proximus has been at 2.62 eurocent/minute; Mobistar at 2.79 eurocent/minute and KPN/BASE at 3.11 eurocent/minute (incl. inflation). Full symmetry will be reached in 2013 with a rate of 1.18 eurocent/minute (incl. inflation). The tariff reductions applied on the basis of the BIPT decision of June 2010 have allowed to bring Belgium back in line with the Commission recommendation and the European practices in other Member States. On 14 July 2010, Mobistar and KPN Group/BASE each filed a separate appeal against the BIPT decision of 29 June before the Brussels Court of Appeal, both asking the Court to suspend and annul the decision (especially regarding their own MTR tariffs). After rejecting the request for suspension on 15 February 2011, the Court of Appeal also rejected the substantial arguments on the merits of the case on 16 May 2012. However, the Court accepted the argument that BIPT failed to consult the Communities Regulators on the matter. Having no other choice than to annul the decision, the Court asked the Constitutional Court whether it had the powers to keep the current regulation in place while BIPT consults the Communities regulators and reconsiders its decision. Whilst the judgement of the Constitutional Court is outstanding, the current MTR rates remain fully valid. This procedural matter will therefore have no impact on the current MTR regulation, which remaining in place.

0010155-0001994 ICM:15827452.21 86 In 2013, BIPT intends to develop a new bottom-up cost model to determine MTR tariffs for the period 2013-2016. This model will have to present the costs of a hypothetical efficient existing operator and of the new entrant Telenet/Tecteo Bidco as full MVNO or mobile network operator. BIPT will also evaluate if the reintroduction of a MTR asymmetry for such new entrant would be justified. Belgacom has to reflect 100% of the MTR decreases in its retail fixed to mobile tariffs on the same day as the decreases.

NUMBERING From 1 April 2010, Belgacom implemented, where appropriate, a new collection model for Premium Rate Services on behalf of 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 collected revenues are no longer considered as full Belgacom revenues. The Royal Decree of 24 March 2009 modifying the Royal Decree on Numbering of 2007 imposed a reduction of the prices to Premium Rate Services from mobile networks. The maximum retail pricing from mobile networks is set at the level of calls from fixed networks. The maximum tariffs in this Royal Decree of 2009 undermined 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 as mobile operators not feasible to increase the retention to a reasonable level. Belgacom finally obtained agreements in several conciliation procedures. These agreements allowed Belgacom to launch its wholesale tariff for VAS calls from its mobile network as from 1 March 2012. On 28 September 2012, BIPT launched a consultation about a Royal Decree containing the detailed requirements in terms of number portability foreseen by the 2009 EU Framework and transposed in the 2005 Law as amended by the transposition law of July 2012. The law requires operators to activate number portability within one working day. In the case of delay, the customer can request a penalty that ranges from EUR 3 to EUR 5 per day of delay and per number.

USE OF PUBLIC DOMAIN Based on article 98 § 2 of the Law of 21 March 1991, use of the public domain by telecommunication operators cannot be taxed or otherwise encumbered. However, as the Regions have competence regarding the legal regime of their own road infrastructure and that of the municipalities, they can impose (or authorise the municipalities to) an authorisation system and retributions for the private use of their public domain. According to article 173 of the Constitution, this retribution must be a fee asked for an individual service rendered by the public authority and proportioned with the cost linked to the service.

INTERNATIONAL ROAMING No analysis of the international roaming market has been performed by the BIPT as this market is now regulated through a European Regulation. 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 entered into force. Additional reductions in voice roaming charges (retail and wholesale prices) were introduced for 2010 and 2011. A retail cap combined with a wholesale cap was set for SMS roaming as from 1 July 2009 for outgoing SMS. Data roaming services have also been regulated at wholesale level based on a price cap (calculated on a kilobyte basis). The Roaming II Regulation expired on 30 June 2012 and the Roaming III Regulation entered into force on 1 July 2012. The new Regulation covers a ten-year period until 30 June 2022 and imposes a further lowering of the existing regulated retail and wholesale price caps (from 35 eurocents to 19 eurocents for retail outgoing calls and from 11 eurocents to 6 eurocents for SMS by 1 July 2014) and extends the roaming regulation to retail data as from July 2012 (70 eurocents on 1 July 2012 decreasing to 20 eurocents as from 1 July 2014). In addition, two structural measures to encourage competition have been introduced: (i) MVNO wholesale access from 1 July 2012 and (ii) de-coupling, i.e. separate selling of roaming services from domestic mobile services, from 1 July 2014. The regulation also lays down rules aimed at increasing price transparency and improving the provision of information on charges to roaming customers.

0010155-0001994 ICM:15827452.21 87 PROTECTION OF END USERS The 2005 Law contains a number of rules aimed at protecting end-users mainly by ensuring more transparency, for example an obligation to inform the customers on tariff modifications or an obligation to mention once per year the most interesting tariff plan on the invoices. The law modifying the 2005 Law to transpose the revised EU framework was adopted on 10 July 2012. This law strengthens the consumer protection rules and introduces new measures related to contract regulation imposing: (i) contract duration of 24 months maximum for consumers and obligation to propose a 12 month maximum contract to all customers, (ii) possibility of early termination of fixed term contracts after 6 months (without any penalty except potential reimbursement of residual value of a free device) for consumers and small enterprises; and (iii) specific conditions applicable to the replacement of an existing contract by a new fixed term contract. The new provisions entered into force on 4 August 2012. A transitory period until 1 October 2012 has been foreseen for the measures related to early termination of fixed term contracts. The new provisions are applicable to new and existing contracts. In addition, the new law foresees: (i) the publication and distribution of standard information sheets per price plan to enable comparison between different offers, (ii) free warnings to consumers in case of abnormal or excessive consumptions, (iii) number portability in one day, (iv) measures in favour of disabled users, (v) the need for increased transparency for cookies, (vi) the need to inform customers more explicitly about their rights to be registered on “call-me-not” list, (vii) the possibility to impose the payment of indemnities to customers in case of network failure. BIPT will also have to define the methodology to measure the speed and download volume of a broadband connection (this information must be provided in each contract). BIPT has started to work on the implementation measures and decisions are expected by late 2012/early 2013. On 28 June 2010, 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 but the appeal did not suspend payment of the fine. On 23 September 2011, the Court of Appeal confirmed the shortcomings in Belgacom’s communication but stated that the intentional nature of the errors was not established and decreased the fine to EUR 500,000. A fine of EUR 250,000 was also imposed to Telenet in November 2011 for a similar infringement. During a hearing in the Federal Parliament on 16 November 2011, BIPT council indicated that compliance with consumer protection rules is of utmost importance and that they will continue to focus on matters like smooth switching between operators and price transparency. The new EU Consumer Rights Directive was formally adopted on 10 October 2011. The new legislation will strengthen consumers' rights in EU countries, particularly when shopping online and foresees for example the elimination of hidden charges and costs on the internet (consumers will have to explicitly confirm that they understand that they have to pay a price), and increased price transparency (total cost of the product or service, as well as any extra fees will have to be disclosed before placement of an order), the banning of pre-ticked boxes on websites during online shopping, better refund rights (obligation to refund consumers for the product within 14 days of the withdrawal). Governments have two years to implement the new EU Directive. There is currently no specific net neutrality legislation. The 2005 Law as revised by the law of July 2012, (transposing the new EU Directives), contains transparency obligations regarding traffic management and impact on quality of service. The law also gives BIPT the possibility to impose minimum quality of service requirements to prevent the degradation of service and the hindering or slowing down of traffic over networks. Besides this, legislative proposals have been made in 2011 with a view either to create a specific ‘net neutrality Act’ or even to enshrine the net neutrality principle in the Belgian Constitution (all proposals are currently pending before Parliament). Both BIPT and the Council of State have released negative advices as to the appropriateness and reasonability of the proposals. Several aspects of net neutrality (such as transparency, quality of service, traffic management, barriers to change service provider) are also covered at EU level by BEREC. The EC published a network neutrality public consultation running till October 2012 and is expected to issue a (non-binding) recommendation in the course of 2013.

RETAIL SERVICES AND PRICES Belgacom’s fixed retail access and national telephone prices are subject to certain restrictions such as prohibitions on excessive pricing, predatory pricing and margin squeeze. Belgacom is also subject to certain transparency obligations while it is also required to pass reductions in mobile wholesale termination tariffs on

0010155-0001994 ICM:15827452.21 88 to its fixed telephony customers. Following a notice served on Belgacom for failure to fully reflect a MTR reduction in the fixed telephony tariffs, BIPT imposed a fine on Belgacom on 25 July 2008 (Belgacom’s appeal is still pending). National mobile and broadband retail tariffs are not subject to ex-ante price controls but competition law remains applicable ex-post for these services. Prices of retail leased lines are submitted to a cost orientation obligation but a draft market analysis released by BIPT in July 2012 proposes to deregulate this market and thus to remove this obligation. In the context of its universal service obligation, Belgacom is also submitted to a price cap for its fixed voice service. However, in absence of further measures taken by BIPT and the telecom minister (the minister should determine the basket and should yearly determine the correction-factor to the general evolution of the index), Belgacom is presently free of respecting such price cap. The correction factor takes into consideration the technological evolution and the productivity in the e-communications sector and can theoretically be positive or negative. In addition, Belgacom as well as the other operators with a turnover exceeding EUR 50 million must offer special tariffs for end users with special social needs. On 20 July 2012, the Council of Ministers decided on a significant reform of Belgian competition and price control law. The main modification with regard to pricing is the strengthening of the role of the Pricing Observatory. The Pricing Observatory, which currently analyses pricing trends on the Belgian market, would now be able to call directly on the Belgian competition authorities when it considers that there is a problem with respect to prices or margins in the Belgian market, or when it notices an abnormal price trend or a structural market deficiency. Based on the Pricing Observatory’s report and after hearing from all interested parties, the competition authorities would have the power to adopt interim measures in order to address the issues reported. The Brussels Court of Appeal would have the final say. The law is expected to be adopted at the beginning of 2013. BIPT is also conducting a pricing study, commissioned by the telecom Minister, with as purpose to check how telecom prices in Belgium are positioned versus prices in neighbouring countries. The results of the study are expected in 2012.

UNIVERSAL SERVICE AND ADDITIONAL SERVICES Since the liberalisation of the telecom market in 1998, the Belgian scope of the Universal service (“USO”) has been quite extensive. The basket of services comprised in particular (i) the provision of access to the public network, basic fixed telephony services and functional internet at specified quality levels, across the entire Belgian territory to any person requesting such service, (ii) the obligation to maintain a number of public payphones (2000 in 2012), (iii) a universal enquiry service (iv) a universal telephone directory, (v) continuous delivery of voice telephony service in the event of non-payment of bills (lifeline services) and (vi) social tariffs. So far Belgacom has been designed as “default provider” for all these elements of the USO, except for the social tariffs where the obligation concerned all fixed and mobile operators. The USO has been debated in the context of the law amending the 2005 Law in view of the transposition of the 2009 EU framework. The revised law opts for a new organisation of the USO: (i) BIPT is appointed to prepare the modernisation of the current USO content. BIPT or the government can decide or advise to abolish certain obligations depending on market offer conditions: the assessment of the further need of payphones or other access points for public voice is left to the BIPT whereas the government by means of a Royal decree is to decide on the need to maintain a universal paper or e-directory, (ii) the designation of Belgacom as “default provider” under a transitory regime will end in August 2013 for payphones, directory enquiry services, paper directories and geographical USO (100% coverage). The BIPT examines whether given the market offer for each of the USO components, a designation of (a) particular operator(s) is still justified, (iii) the notion of functional internet access has been extended to include broadband provisioning2. The law formerly limited

2 The Commission indicated on 23 November 2011 that there is no need to extend the USO scope. However, Member States retain the flexibility to include broadband in their national law in justified cases. On 19 May 2010, the EC unveiled its “Digital Agenda for Europe‟ which outlines the Commission’s plans for the digital economy for 2010 – 2015. Concerning a better access to fast and ultrafast internet, the Digital agenda 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.

0010155-0001994 ICM:15827452.21 89 functional access to narrowband. BIPT will have to determine the required minimum speeds that Belgian citizens are entitled to. BIPT will then have to examine the Belgian market conditions in view of assessing the need for designation. The legislator has however, as far as broadband is concerned, expressed a preference for a formula with a consortium of operators, rather than a designation of one particular operator. The social tariff regime has also been subject to modification. The new law restricts the obligation to offer the legal social tariffs to the fixed and mobile operators with a turnover exceeding EUR 50 million. Smaller operators can provide these tariffs on a voluntary basis, provided that they are willing to commit for five years. In the new law, the categories of beneficiaries remain unchanged. The reductions are slightly stricter but the beneficiaries get a wider choice to spend their legal reduction since all tariff plans inclusive packs are concerned. Whereas the reduction on subscription was limited to a fixed voice or mobile connection, the social beneficiary gets now the choice to cash the reduction on a broadband internet connection. So far, Belgacom has never been compensated for providing the different components of the universal service. Under the former law, two funds for USO financing were 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 (Belgacom was the only operator to receive compensation) but the competitors launched several legal proceedings against the legal instrument and decisions of the BIPT fund and refused to pay. Consequently BIPT withdrew its decision related to the individual contributions. The Commission was also not satisfied with the changes made to the Belgian legislation and referred the Belgian State to the ECJ. On 6 October 2010, the EU Court considered that the way the Belgian Law appreciates the unfair burden of the universal service was not in full accordance with the European law. Based on this, the Belgian Constitutional Court annulled the articles in the Belgian law regarding the funding of the social tariffs on 27 January 2011. The 2005 law as revised by the law of July 2012 transposing the revised EU framework foresees now the calculation of the net cost rather and a financing retro-actively as from mid-2005. Belgacom renewed its request for compensation immediately after the entering into force of the new law. BIPT will have to calculate the net cost and assess the unfair burden of each provider (taking into account economic/financial position). 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 has remained obliged to provide these services (under the exception of the telex that was stopped). This designation as sole provider will end in August 2013. Belgacom is also obliged, pursuant to the terms of the Management Contract that it concluded with the Belgian State, 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. In addition, Belgacom is 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. The 2005 Law has foreseen that a Royal Decree has to appoint the operators in charge of these services. In the meantime, Belgacom remains the sole provider.

MEDIA/CONTENT In 2005, Belgacom launched an IPTV offer based on xDSL technologies. In this respect, Belgacom Skynet has set up a specific subsidiary, Skynet iMotion Activities (SiA) that is in charge of broadcasting the content of the programmes (football and VoD offer). Belgacom itself is network operator and distributor of TV services through its “Belgacom TV” platform service. 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.

0010155-0001994 ICM:15827452.21 90 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 federal sector-specific regulator for both the post and the telecom sector. Its missions are primarily defined in the law of 17 January 2003 on the BIPT status and in the law of 13 June 2005 on electronic communications. 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 must perform the market analysis. It has also the authority to grant authorisations and the final authority to approve reference offers. BIPT is independent but its 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 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 must be adopted. In case of infringement, BIPT may impose to remedy (immediately or within its own set timing). The obligation to remedy can be accompanied by (i) measures to remedy and/or (ii) administrative fine (max. 5% of annual turnover). If remedies are not sufficient, a new fine can be imposed (up to a maximum of 10% of annual turnover). BIPT can also make retroactive decisions to correct decisions annulled by a court. 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 BIPT before the courts and to perform all actions required for carrying out the missions of BIPT. BIPT must fund its operations from the proceeds received from licensing and other fees paid by all licenced 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. On 23 November 2010, the BIPT published its first Strategic Plan since its inception, entitled ‘Moving Forward to a Strong & Independent BIPT’. BIPT intends to focus on eight priorities with a specific attention to consumer rights and protection. BIPT indicates also that it wants to promote efficient investments in telecoms infrastructure with a fair balance between access conditions and return on investment. Another priority is to improve wholesale operational processes. BIPT intends also to reinforce the controls (in particular on the obligations stemming from the market analysis) and to act quickly in case they state an infringement. 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 (for example personnel matters). 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, 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: CSA (Conseil Supérieur de l’Audiovisuel) in the French-speaking community: VRM (Vlaamse Regulator voor de Media) in the Flemish community and Medienrat in the German-speaking community. For Brussels, the Federal State is competent and BIPT has been designated as the regulator for the media sector. The increased convergence has in recent years led the Belgian telecoms and media authorities to intensify their collaboration in particular when regulating broadcasting and broadband markets (in application of the cooperation agreement concluded in 2007).

0010155-0001994 ICM:15827452.21 91 COOPERATION WITH JUDICIAL AUTHORITIES AND EMERGENCY SERVICES Pursuant to the Code on Criminal Procedure, the public prosecutor can order telecoms network operators and telecoms service providers to identify a subscriber or user of a telecoms service. An investigating magistrate may also order network operators and service providers to cooperate with a search, for example, into the origin or the destination of a communication. In addition, in exceptional cases, the investigating magistrate can tap or record private communications for the purpose of examining certain offences that would not otherwise be discoverable. The Code on Criminal Procedure sets out a list of offences that may justify such a measure. To assist prosecutors with their investigations, telecoms operators and providers of telecoms services may also be required to register and store, for up to 12 months, call data regarding certain telecoms equipment and the identification data of users of certain telecoms services. On 12 March 2012, the Minister of Justice proposed to strongly reduce the payments to telecom operators for juridical request in the area of tapping. On 17 July 2012, BIPT advised the government to determine any price decrease on objective elements in line with the European Directives and appointed a consultant. The Minister of Economy however has said that he wants to adopt a new Royal Decree in 2012 to reduce the costs as soon as possible with 50% and has asked BIPT to consult the market on this draft decree. The Minister has indicated that further price changes could be considered later on based on the objective elements determined by BIPT cost analysis. The Royal Decree is expected to be adopted towards the end of 2012/early 2013. The 2005 Law obliges the telecom operators to contribute to the costs of the emergency services centers. If operators deploy new technologies, they should contribute to the costs for changing the interfaces to the emergency services (e.g. introduction of emergency calls via SMS or localisation of mobile caller). The costs will be shared between all operators based on the number of active fixed lines and active mobile users. A fund for the emergency services will be created and managed by BIPT.

LITIGATION From time to time, the Group has been, and expects to continue to be, subject to legal, regulatory and tax proceedings and claims arising in the ordinary course of its business. The Group is currently involved in various judicial and regulatory proceedings in the jurisdictions in which it operates concerning matters arising in connection with the conduct of its business. These include also proceedings before BIPT, appeals against decisions taken by BIPT, and proceedings with the Belgian tax administrations with respect to real estate withholding taxes and corporate income taxes. For example, in June 2003, KPN Group Belgium (operating under the brand name BASE) filed a damage action against Belgacom (former Belgacom Mobile – operating under the brand name Proximus) before the Commercial Court of Brussels with Mobistar joining as a claimant in October 2004. KPN and Mobistar claimed that Belgacom applied 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, rejected several claims 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 (first) preliminary report that concluded to the existence of the alleged competition law infringements and 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. On 10 December 2010, the two experts filed another (second) preliminary report. This second report basically reiterated the findings of the first report, but found the alleged impact amounted to EUR 1.840 million. According to Belgacom, this second report did not provide any demonstration of the alleged infringements of the competition rules. Belgacom also noted that the vast majority of its observations remained unanswered and that moreover Belgacom’s own expert reports were largely disregarded. For this and a number of other reasons, Belgacom introduced on 21 January 2011 a motion with the court in respect of the expert panel, requesting their recusal/replacement. Following the dismissal by the Commercial Court on 17 March 2011 of Belgacom’s motion, an appeal procedure was initiated. The Court of Appeal decided on 6 March 2012 that the experts committed several errors and refrained systematically from replying appropriately to Belgacom’s observations, thus affecting the rights of defense. The Court consequently decided that the experts should be replaced and that the expertise process should be restarted. On 24 September 2012, an arrangement was finalised between the parties on the names of new court experts, which was confirmed by Judgment of 1 October 2012. Both KPN Group Belgium and Mobistar continue to strongly contest the replacement of the

0010155-0001994 ICM:15827452.21 92 court experts. The former court experts started a procedure against the Judgment of 6 March 2012 (“tierce opposition”). In the meantime, Belgacom lodged an appeal against the initial decision of 29 May 2007 of the Commercial Court. The Court will ultimately determine (i) whether anti-competitive practices have been committed, (ii) whether Belgacom is liable for such practices, and (iii) whether damages are to be paid and the amount of such damages. Belgacom will continue to submit at the required stages of the proceedings its detailed observations and criticisms that will cover all aspects of the pending matter. Indeed, this matter does not only involve a debate on the possible damages that would have been caused, but first the existence of the alleged anti-competitive practices is to be demonstrated. Belgacom continues to contest the claims of both KPN Group Belgium and Mobistar. In May 2009, the Belgian Competition Council fined Belgacom (former Belgacom Mobile) 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. Also KPN Group Belgium and Mobistar filed an appeal against said ruling. The case is still pending. In October 2009, seven parties (Telenet, KPN Group Belgium (former BASE), KPN Belgium Business (Tele 2 Belgium), KPN BV (Sympac), BT, Verizon filed an action against Belgacom (former Belgacom Mobile) before the Commercial Court of Brussels formulating allegations that are similar to those in the case mentioned above (including Proximus-to-Proximus tariffs constitute an abuse of Belgacom’s alleged dominant position in the Belgian market), but for different periods depending on the claimant, in particular, in the 1999 up to now timeframe (claim for EUR 1 provisional and request for appointment of an expert to compute the precise damage). In November 2009 Mobistar filed another similar claim for the period 2004 and beyond. This case has been postponed for an undefined period. No ruling is expected before the decision in the appeal of the Competition Council decision. In the course of 2005, Tele2 requested that the Competition Council 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 (given reorganizations within the KPN Group, the claimant is now KPN Belgium). On 1 September 2006, the Competition Council decided not to impose interim measures upon Belgacom. In December 2007, the Brussels Appeal Court overruled the decision of the Competition Council arguing, amongst other things, a lack of reasoning, and sent the case back to the Competition Council. Instead of asking the President of the Competition Council to adopt a new decision on its request for interim measures. Tele2/KPN initiated before the Commercial court a damages claim based on an alleged abuse of dominance on 18 April 2008 [(claim for EUR1 provisional and request for appointment of an expert to compute the precise damage).] On 29 November 2012, both the Competition Council and the Commercial Court took a decision: (i) The Competition Council concluded that there are no grounds for actions against Belgacom for its Happy Time offer. After having performed four different margin squeeze tests over the period 2005-2008, the Competition Council has decided not to follow the Statement of Objections of the College of Competition Prosecutors issued in September 2009 that concluded that Belgacom abused and was still abusing its dominant position. The Competition Council has finally indicated that none of the tests have led to the conclusion that the margin squeeze between the retail price and the wholesale charges was not sufficient to cover the commercialisation costs. The authority indicates that CPS operators were in a position to match the Belgacom Happy Time offer over the relevant period. Tele2/KPN has the possibility to appeal this decision before the Court of Appeal. In such a case, the Court of Appeal can only nullify the decision [whilst the Competition Council should adopt a new decision:] (ii) On 29 November 2012, the Commercial Court also issued its ruling, stating that Tele2/KPN did not provide any evidence of an infringement but that there are "clues" of a potential issue and consequently appointed an expert (the same as the one that was replaced by the Appeal Court in the damages claim against Belgacom launched in 2003 by KPN Group Belgium before the Commercial Court of Brussels – see above). The positive outcome in the Competition Council case should be taken into account by the expert and the Commercial Court.

0010155-0001994 ICM:15827452.21 93 Between 12 and 14 October 2010, the Belgian Directorate General of Competition performed a dawn raid in Belgacom’s offices in Brussels. This investigation concerns allegations by Mobistar and KPN regarding the wholesale DSL services of which Belgacom would have engaged in obstruction practices. This measure is without prejudice to the final outcome of the full investigation. Following the inspection, the Directorate General of Competition is to examine all the relevant elements of the case. Eventually the College of Competition Prosecutors may propose a decision to be adopted by the Competition Council. During this procedure, Belgacom will be in a position to make its views heard. (This procedure may last several years). A similar complaint - targeting similar allegations - was submitted by KPN and Mobistar with the Commission in April 2009. This procedure was subsequently withdrawn in June 2010 by the complainants. 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 to be 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 income tax for the subsequent years 2005 and 2006. Belgacom disputes the cumulative proposed tax assessment of EUR 69 million excluding interests for 2004, 2005 and 2006) and has started legal proceedings. Since 2003, Belgacom considers the enrolments of real estate tax on telecom equipment as undue and therefore recognises an asset against the tax authorities in the ‘current tax assets’ caption for an amount of EUR 116 million at 31 December 2011 (with a related liability of EUR 25 million).

MANAGEMENT

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; • 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.

Designation applicable Code on Corporate Governance Belgacom designates the 2009 Belgian Code on Corporate Governance as the applicable Code.

Departure from the 2009 Belgian Corporate Governance Code Belgacom complies with the principles and provisions of the 2009 Belgian Corporate Governance Code, except provisions 4.6 and 4.7. Although provision 4.6 stipulates that mandates of Directors should not exceed four years, the mandates of Belgacom Directors are for six years as prescribed by article 18 of the 1991 Law. Where provision 4.7 states that the Board appoints its Chairman, article 18§5 of the 1991 Law foresees that the Chairman is appointed by the King.

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

0010155-0001994 ICM:15827452.21 94 composed of maximum 16 members, including the person appointed as President & Chief Executive Officer. The Board of Directors meets whenever the interests of Belgacom 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 Didier Bellens(1) 57 President and CEO 2003 2015 Theo Dilissen(1) 59 Director 2004 2015 Martine Durez(1) 62 Director 1994 2012 Mimi Lamote(1) 48 Director 2006 2012 Michel Moll(1) 64 Director 1994 2012 Michéle Sioen(1) 47 Director 2006 2012 Paul Van de Perre(1) 59 Director 1994 2012 Jozef Cornu(2) 68 Director 2009 2015 Guido J.M. Demuynck(2) 61 Director 2007 2013 Pierre-Alain De Smedt(2) 68 Director 2004 2016 Carine Doutrelepont(2) 52 Director 2004 2013 Pierre Demuelenaere(2) 54 Director 2011 2017 Oren G. Shaffer(2) 70 Director 2004 2013 Lutgart Van den Berghe(2) 61 Director 2004 2016

(1) Appointed by the Belgian State (2) Appointed by the shareholders’ meeting and independent 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). Theo Dilissen (1). Since January 2011, Mr. Dilissen has been a member of the Board of Directors of Eurostar. From June 2010 until March 2012, he was CEO of Arcadis Belgium. From September 2005 until the end of March 2009, he was CEO of Aviapartner and subsequently the President of its Board of Directors. Previously Mr. Dilissen was CEO, Managing Director and Vice-Chairman of Real Software and from 1989 to 2000 he was COO and member of the Board of ISS (a Danish publicly listed company). He studied Sociology and holds a Masters in Business Administration. 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).

0010155-0001994 ICM:15827452.21 95 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 Société Nationale de Construction Aérospatiale 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 company BATS (Belgian Advanced Technology Systems), specialised in Security Electronics, in Liège. 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). Michèle Sioen (1). Michèle 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, Michèle 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 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 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.).

0010155-0001994 ICM:15827452.21 96 Pierre-Alain De Smedt (2). Pierre-Alain De Smedt was appointed director in March 2004. Mr. De Smedt is Chairman of Febiac (Fédération 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 (Fédération 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 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. Pierre Demuelenaere (2). Mr. Pierre Demuelenaere is the co-founder, President & CEO of I.R.I.S. (Image Recognition Integrated Systems), a company created in 1987 to commercialize the results of his PhD. Mr. Demuelenaere has more than 30 years of experience in Imaging and Artificial Intelligence. He has accumulated a solid experience in technology company management, R&D management and setting up of international partnerships with US and Asian companies (HP, Kodak, Adobe, Fujitsu, Samsung, Canon…). He remains very involved in defining the R&D vision of I.R.I.S and has contributed to the development of new technologies, new products and the filing of a number of patents. Pierre Demuelenaere received the “2001 Manager of the Year” award and I.R.I.S. received the «2002 Company of the year» award. He is also member of the board of directors of Pairi Daiza, BSB and Guberna. Mr. Demuelenaere is a civil engineer in Microelectronics from the Université Catholique de Louvain (UCL) and received his PhD in applied sciences in 1987. 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. 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 (the ACC) consisting of five non-executive Directors, the majority of whom must be independent. The ACC meets at least once every quarter. Mr. Pierre- Alain De Smedt (Chairman), Messrs. Michel Moll, Oren G. Schaffer, Paul Van de Perre and Guido Demuynck are the current members of the ACC. In line with its charter, the ACC is chaired by an

0010155-0001994 ICM:15827452.21 97 independent Director. The ACC’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; • Belgacom’s internal audit function and its efficiency; • the quality, integrity and legal control of the statutory and consolidated accounts and the financial statements of Belgacom, including follow up of questions and recommendations made by the auditors; • the relationship with Belgacom’s auditors and the assessment and monitoring of the independence of the auditors, • Belgacom’s compliance with legal and regulatory requirements and the compliance within Belgacom with Company’s Code of Conduct and the Dealing Code. • A Nomination and Remuneration Committee (the 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 (the 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.

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 Belgacom’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.

0010155-0001994 ICM:15827452.21 98 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 Ray Stewart 63 Executive Vice-President Finance & CFO Michel Georgis 59 Executive Vice-President Human Resources Bruno Chauvat 49 Executive Vice-President Strategy & Content Dominique Leroy 48 Executive Vice-President Consumer Business Unit Geert Standaert 42 Executive Vice-President Service Delivery Engine Bart Van Den Meersche 55 Executive Vice-President Enterprise Business Unit

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, Belgium. 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 As at the date of this Prospectus, the share capital of Belgacom amounts 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. 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.

0010155-0001994 ICM:15827452.21 99 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. In 2011, Belgacom performed a share buyback of EUR 100 million split over 2 tranches of EUR 50 million each. In total, 4,300,975 shares were bought on the stock exchange at an average price of EUR 23.25. On 23 October 2011, the Board of Directors approved the conversion of 2,025,774 treasury shares without dividend rights into treasury shares entitled to dividend rights. 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 2011 have been cancelled. As a result of the buy-backs, Belgacom holds 19,925,792 or 5.89% of the total shares on 30 June 2012, of which 4,421,025 with suspended dividend rights and 15,504,767 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. On 31 December 2011, the number of treasury shares amounts to 20,376,314 of which 4,663,114 entitled to dividend rights and 15,713,200 without dividend rights. Dividends allocated to treasury shares entitled to dividend rights are accounted for under the caption “Reserves not available for distribution” in the statutory financial statements of Belgacom SA.

Discounted Share Purchase plans In 2004, 2005, 2006, 2007, 2008, 2009, 2010 and 2011 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, 2009, 2010 and 2011 plans, Belgacom sold respectively 139,198, 138,549, 134,649, 125,143, 221,238, 294,304 and 277,474 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, EUR 22.71, EUR 22.04 and EUR 20.85 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, EUR 0.8 million in 2009, EUR 0.9 million in 2010 and EUR 1.2 million in 2011 and was recorded in the income statement as personnel expenses.

Stock Option Plan In 2004, 2005, 2006, 2007, 2008, 2009, 2010 and 2011 Belgacom launched Employee Stock Option Plans (hereafter ESOP) whereby respectively 1,128,500, 538,541, 608,928, 475,516, 796,197, 1,008,021,

0010155-0001994 ICM:15827452.21 100 1,023,210 and 1,036,061 share options were granted to the key management and senior management of the Group. 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 31/12/2011 2004 2005 2006 2007 2008 2009 2010 2011 Granted 1,128,500 538,541 608,928 475,516 796,197 1,008,021 1,023,210 1,036,061 Forfeited -45,723 -31,326 -32,661 -80,623 -1,417 -2,977 -5,514 -3,132 Exercised -1,054,659 -209,626 -365,730 -7,237 -5,945 -91,453 0 0 Vested/Exercisable 28,118 297,589 210,537 387,656 788,835 642,363 437,768 20,361 Expired 0 0 0 0 0 0 0 0 Outstanding 28,118 297,589 210,537 387,656 788,835 913,591 1,017,696 1,032,929 Strike 24.5 29.92 25.94 32.71 29.14 22.71 26.44 25.02 Contractual life 7 years(*) 7 years 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. In 2010 and 2011, the Group sold respectively 294,304 and 277,474 treasury shares to its senior management for EUR 6 million under discounted share purchase plans at a discount of 16.67%. During the years 2010 and 2011, employees exercised respectively 573,654 and 189,681 share options. In order to honor its obligation in respect of these exercises, Belgacom used treasury shares. In 2010, the Group granted 1,023,210 share options to its key management and senior management with an exercise price of EUR 26.445. In 2011, the Group granted 1,036,061 share options to its key management and senior management with an exercise price of EUR 25.015. In the context of the share buyback program, Belgacom acquired in the second and third quarter of 2011 4,300,975 treasury shares for an amount of EUR 100 million. In order to cover the outstanding stock options with dividend rights granted in 2010 and 2011, the Board of Directors approved the conversion of 2,025,774 treasury shares without dividend rights into treasury shares entitled to dividend rights, on 27th October 2011. 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

0010155-0001994 ICM:15827452.21 101 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 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 and is already redeemed. − 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 and is already redeemed. − 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%. In January 2011 an institutional bond for a nominal amount of EUR 500 million was issued with a maturity of 7 years at a fixed rate with a coupon of 3,875%.

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 2 202 82 41

0010155-0001994 ICM:15827452.21 102 SELECTED FINANCIAL INFORMATION Selected Consolidated Financial Information of the Belgacom Group

30 30 31 December 31 December September September 2010 2011 2011 2012 (IFRS – EUR millions) Total Assets 8.511 8.312 8.729 8.357 Shareholders’ Equity (Group Share) 3.108 3.078 3.064 3.105 Total Revenue 7.040 6.417 4.790 4.818 Operating Income (before depreciation and Amortization) 2.428 1.897 1.447 1.346 Operating Income 1.619 1.141 874 791 Net Income (Group Share) 1.266 756 587 543 Cash Flows from operating activities 1.666 1.551 1.260 1.101 Capital Expenditures -734 -757 -498 -520 Cash flows from/(used in) other investing activities 48 -7 -1 -24 Free Cash Flow (before financing activities) 980 788 761 537 Net cash (used in)/provided by financing activities -728 -1.051 -530 -492 Net increase/(decrease) of cash and cash equivalents 252 -264 231 45 The table below sets out a summary of key financial information extracted from the Issuer's audited income statement for each of the two years ended 31 December 2011 and 2010 and from the Issuer's unaudited income statement for each of the nine-month periods ended 30 September 2012 and 2011 respectively:

INCOME STATEMENT under IFRS (in EUR millions) Dec-10 Dec-11 Sept-11 Sept-12

TOTAL REVENUE 7.040 6.417 4.790 4.818 Net revenue 6.552 6.361 4.756 4.787 Other operating revenue 51 45 34 31 Non-recurring revenue 436 11 0 0 TOTAL OPERATING CHARGES, excl.deprec.& amortization -4.612 -4.520 -3.344 -3.473 Costs of materials and charges to revenue -2.642 -2.517 -1.862 -1.930 Personnel expenses and pensions -1.107 -1.117 -834 -860 Other operating expenses -870 -860 -629 -668 Non-recurring expenses 8 -26 -18 -14 OPERATING INCOME before depreciation & amortization 2.428 1.897 1.447 1.346 Depreciation and amortization -809 -756 -573 -554 OPERATING INCOME 1.619 1.141 874 791 Finance revenue 21 30 17 7 Finance costs -123 -137 -98 -94 NET FINANCE COSTS -102 -106 81 -87

INCOME BEFORE TAXES 1.517 1.035 792 704 Tax expense -233 -262 -193 -147 NET INCOME 1.283 773 599 557 Minority interests 17 17 12 14 Net income (Group share) 1.266 756 587 543 Statement of Financial Position The table below sets out a summary of key financial information extracted from the Issuer's audited statement of financial position as at 31 December 2011 and 2010 and from the Issuer's unaudited statement of financial position as at 30 September 2011 and 2012:

BALANCE SHEET under IFRS (in EUR millions) Dec-10 Dec-11 Sept-11 Sept-12

ASSETS 8.511 8.312 8.729 8.357 NON-CURRENT ASSETS 6.185 6.217 6.152 6.160

0010155-0001994 ICM:15827452.21 103 BALANCE SHEET under IFRS (in EUR millions) Dec-10 Dec-11 Sept-11 Sept-12 CURRENT ASSETS 2.326 2.095 2.577 2.197

LIABILITIES AND EQUITY 8.511 8.312 8.729 8.357 EQUITY 3.342 3.303 3.312 3.344 Shareholders' equity 3.108 3.078 3.064 3.105 Minority interests 235 225 248 239 NON-CURRENT LIABILITIES 2.364 2.749 2.762 2.691 CURRENT LIABILITIES 2.804 2.260 2.655 2.322

0010155-0001994 ICM:15827452.21 104 STRUCTURE OF THE GROUP

Structure as on 30/09/2012 Belgacom (BE)

-

100% - 100% - 100% - 67,14% 100% - 100% 11,09% 98,80% 57,6% 100% 100% 40% 2,6 100% 50% 100% 9,79 1 share 1 share 100% 1 share 1 1 share % % share Beldis - Wireless Belgacom Belgacom Belgaco Tang Belgacom BICS Connect - ONLIVE Allo Bottin Scarlet Mobile Softkineti Com techn BGIS Skynet Dacente Finance mDevelop - o S.A. Opal N Immo NV Inc. Sarl NV For NV c systems SCRL Phone House (BE) NV c NV SA Ment (LU) NV (BE)V (BE) (USA) (FR) (NL) (BE) (BE) (BE) Belgium (BE) (LU SA(LU) ) 10,29% 1,20% share share 1 share 100% 100% 6,9% 31,8% share

1 1 1 1 share Scarlet Scarlet Jinni Tunz. Scarlet Blutel 32,86 5% or Telecom Business 100 Media Com S.A Belgi Holdings % - 1 BV NV 100% % Ltd (IL) 2.000 (B) Holdingë BV Ltd (NL) (B) Skynet share shares (NL) iMotion BGC 1 share 68,12% Activities MBS Flage 1 50% R (BE) TELECOM Omroepy - share E Scarle 1 share NV Gebouw 5 shares (BE) Luxembourgt 18,39% (BE) 1 share 100% - SARL E- Port 1 share Comm. (LU Scarle System NV 100% - 5 shares 1 share 100 % ) (BE) Belgiumt NV Awingu 100% - 100 100% 100% 100% 100% 100% 100% (B NV 1 share % ClearMedia 1 ) BICS BICS BICS 40% share BIC BICS BICS BICS BICS NV China France Switzer - Belgacom GhanaS Nederland Portugal Asia Pte Spain SL (BE) Limited SAS Land Bridging Ltd (NL) (PT) Limited (ES) (CN) (FR) (CH) ICT (BE) 1 share 98% BGC ICT Expert 100% 100% 100% 100% 100% 100% 100% 100% Community BICS BICS BICS BICS BICS BICS BIC BICS (B UK Austria Japan Sweden Deutsch - Italy NorthS ) Mauritius Ltd GmbH KK AB Land Srl America Ltd (UK) (AT) (JP) (SE GmbH (DE) (IT) Inc (US) 100% 65% 100% 99,99% ) Groupe Telindus Telindus Telindus 1 share Telindu ISIT SA Ltd (NL) (LU) Frances SA BV (UK) (FR)

- In process of being liquidated: 70% 100% 99% 99,95% Pef - COM NV 100% 1 share aeXPLIO NV Beim Sahara Tele - Telindus Telindus Israeli Branch Weissen - Telindus Surveillance Solutions LTD (UK) Net LLC Tronicsc SA Kreuz SA France SAS Marocc (LU) (FR) (Saud (LU) o SAS Arabia)i

1 share

0010155-0001994 ICM:15827452.21 105 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 description below is of a general nature and 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. The information contained within this section is limited to Luxembourg withholding tax issues and 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. 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 35 per cent.

(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

The following is a general description of the main Belgian tax consequences of acquiring, holding, redeeming and/or disposing of the Notes. It is restricted to the matters of Belgian taxation stated herein and is intended neither as tax advice nor as a comprehensive description of all Belgian tax consequences associated with or resulting from any of the aforementioned transactions.

Recently, the government coalition parties reached a political agreement on a 2013 federal tax reform. This reform will include a number of tax measures affecting the tax treatment of Noteholders with regard to interest income derived from the Notes. The relevant measures include the abolition of certain tax rules adopted at the

0010155-0001994 ICM:15827452.21 106 occasion of the 2012 tax reform. Particularly noteworthy is the abolition of the “additional 4% tax on investment income” and its replacement by a general increase of the default withholding tax rate (and income tax rate) on interest income from 21% to 25%, as well as the abolition of the general obligation for individual taxpayers to report their total private income from personal investments in their annual personal income tax return. Under the announced tax reform, interest income which has been subject to the interest withholding tax at the rate of 25% will no longer have to be reported by the taxpayer.

The announced tax reform is to become effective to private investment income (including interest on Notes) paid or attributed as of 1 January 2013 but also contains changes affecting the tax treatment of such income in 2012.

Since the relevant measures have currently not yet been enacted (and may possibly still be amended) the present Belgian tax chapter still contains a general description of the Belgian tax treatment of potential investors under the tax laws as currently applicable. Prospective investors should, however, appreciate that the announced new tax measures of the tax reform may have a material impact on the Belgian tax treatment of the Notes and are therefore urged to consult their own tax advisors as regards the present and (expected) future tax consequences of acquiring, holding, redeeming and/or disposing of the Notes. Withholding Tax

Interest payments in respect of the Notes will be subject to Belgian withholding tax at a rate of 21% (possibly increased with a 4% “additional tax on investment income” under certain circumstances – see below) on the gross amount of the interest, subject to such relief as may be available under applicable domestic law or applicable tax treaties.

Under Belgian domestic law, payments of interest in respect of the Notes may normally be made without deduction of withholding tax for Notes held by certain eligible investors (the Eligible Investors) in an exempt securities account (an Exempt Account) with the X/N Clearing System operated by the Belgian National Bank or with a participant or sub-participant in the X/N Clearing System (a Participant). Eligible Investors are those entities referred to in article 4 of the Belgian Royal decree of 26 May 1994 on the deduction of withholding tax (koninklijk besluit van 26 mei 1994 over de inhouding en de vergoeding van de roerende voorheffing/arête royal du 26 mai 1994 relatif à la perception et à la bonification du précompte mobilier) and include, inter alia: 1. Belgian resident companies subject to corporate income tax as meant 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 income tax in accordance with article 233 of the same Code; 7. the Belgian State, in respect of investments which are exempt 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 the fund units are not publicly issued in Belgium or traded in Belgium;

0010155-0001994 ICM:15827452.21 107 9. Belgian resident companies not referred to under 1° above, when their activities exclusively or principally consist 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, save that they need to inform the Participants of any changes to the information contained in the statement of their eligible status. However, Participants are required to annually provide the National Bank of Belgium with listings of investors who have held an Exempt Account during the preceding calendar year. These identification requirements do not apply in respect of Notes held in Euroclear or Clearstream, Luxembourg as Participants to the X/N Clearing System, provided that Euroclear or Clearstream, Luxembourg only hold Exempt Accounts and are able to identify each holder for whom they hold notes in such an 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. Participants must keep the Notes which they hold on behalf of non-Eligible Investors in a non-exempt account (a Non Exempt Account). In such instance all payments of interest are subject to withholding tax, which is withheld by the National Bank of Belgium from the interest payment and remitted to the Belgian Treasury. Transfers of Notes between an Exempt Account and a Non Exempt Account may give rise to certain adjustment payments on account of withholding tax: • in case of a transfer from a Non Exempt Account to an Exempt Account or a Non Exempt Account, the transferring non-Eligible Investor must remit to the National Bank of Belgium withholding tax calculated on the pro rata of accrued interest from the last interest payment date up to the transfer date; • in case of a transfer from an Exempt Account or a Non Exempt Account to an Non Exempt Account, the National Bank of Belgium must refund to the acquiring non-Eligible Investor an amount equal to withholding tax calculated on the pro rata of accrued interest from the last interest payment date up to the transfer date; and • in case of a transfer between two Exempt Accounts, no adjustment on account of withholding tax applies. Income Tax Belgian resident individuals For individuals subject to Belgian personal income tax (personenbelasting/impôt des personnes physiques) and holding Notes as a private investment, the applicable regime is set out below. Different rules apply for Belgian resident individuals holding Notes as a professional investment. Noteholders will not need to declare interest in respect of the Notes in their personal income tax return, provided that they allow the Issuer (or, as the case may be, the relevant financial intermediary in Belgium) to levy, in addition to the withholding tax, an "additional tax on investment income" at the rate of 4%. If the Noteholder elects not to declare such interest income, the withholding tax and the "additional tax on investment income" are the final tax for the Noteholder, resulting in an aggregate tax rate of 25%. If the Noteholder elects to declare the interest income, the withholding tax and the "additional tax on investment income" are credited against the Noteholder's final tax liability, and any excess can be refunded. In that case, the tax rate applicable to the interest income will depend on the Noteholder's annual income: • if the taxpayer's Qualifying Investment Income (defined as i) taxable interest income, other than interest income on government bonds issued and subscribed in the period between 24 November

0010155-0001994 ICM:15827452.21 108 2011 and 2 December 2011, and ii) taxable dividend income, other than liquidation bonuses) for the relevant tax year does not exceed EUR 20,020 (amount for income year 2012), the interest income generated by the Notes will be subject to personal income tax at a rate of 21% (without application of municipal surcharges, according to a draft bill which has, however, not yet been adopted by the parliament) or at the progressive personal income tax rates taking into account the taxpayer's other declared income, whichever is lower; and • if the taxpayer's Qualifying Investment Income for the relevant tax year exceeds EUR 20,020 (amount for income year 2012), the interest income generated by the Notes will be subject to personal income tax at a rate of 21% (without application of municipal surcharges, according to a draft bill which has, however, not yet been adopted by the parliament), and to the "additional tax on investment income" at the rate of 4%, it being understood that such "additional tax on investment income" is only due on the tranche of Qualifying Investment Income that exceeds EUR 20,020. To determine whether part or all of the interest income generated by the Notes is included in the first tranche of EUR 20,020, the taxable investment income which is exempt from the "additional tax on investment income" (such as i) taxable interest income from regulated saving deposits, ii) interest income on government bonds issued and subscribed in the period between 24 November 2011 and 2 December 2011 and iii) dividends taxed at a rate of 25 %) is counted first, except that liquidation bonuses are fully disregarded. The taxpayer can avoid the levy by the Issuer (or, as the case may be, the relevant financial intermediary in Belgium) of the 4% "additional tax on investment income" if the taxpayer allows the Issuer (or, as the case may be, the relevant financial intermediary in Belgium) to communicate the taxpayer's identity and the amount of the taxpayer's interest income to a central contact point, which in turn will automatically communicate this information to the Belgian income tax authorities if the total annual amount of Qualifying Investment Income communicated by the Issuer and financial intermediaries with respect to that taxpayer exceeds the aforementioned threshold of EUR 20,020 (amount for income year 2012). The Belgian income tax authorities may also at any time request information on any investment income communicated to the central contact point with respect to a given taxpayer, in order to verify the correct (non-) application of the 4% “additional tax on investment income”. If the taxpayer elects for the communication of the investment income to the central contact point, the 21% withholding tax does not discharge the taxpayer from the declaration of the interest income generated by the Notes in the taxpayer's personal income tax return. The taxpayer will need to declare this interest income, and the personal income tax rules applicable to such interest income will be identical to the rules set out above (ie personal income tax rate of 21% or 25%, again without application of municipal surcharges, according to a draft bill, or progressive personal income tax rate taking into account the taxpayer's other declared income). Any capital gain upon a transfer of Notes to a party other than the Issuer will in principle be tax exempt (except to the extent the tax authorities can prove that the capital gain does not result from the normal management of the individual's private estate and without prejudice to withholding tax on the interest component if any). Capital losses on Notes are in principle not deductible. Belgian resident companies For a Belgian company subject to Belgian corporate income tax (vennootschapsbelasting/impôt des sociétés), all interest and any capital gain on a transfer of Notes will form part of its taxable basis. The standard corporate income tax rate in Belgium is 33.99%, but lower rates apply to small income companies under certain conditions. Any retained Belgian interest withholding tax will generally, subject to certain conditions, be creditable against any corporate income tax due and the excess amount will in principle be refundable. Capital losses on Notes are, in principle, tax deductible. Other Belgian resident legal entities For any other Belgian legal entity subject to legal entities income tax (rechtspersonenbelasting/impôt des personnes morales), the withholding tax on interest will constitute the final tax in respect of such income. It should be noted that a Belgian legal entity which qualifies as an Eligible Investor and which has received interest free of withholding tax due to the fact that it holds the Notes through an Exempt Account with the X/N Clearing System, will have to declare the interest and pay the applicable withholding tax to the Belgian Treasury itself.

0010155-0001994 ICM:15827452.21 109 Any capital gain upon a transfer of Notes to a party other than the Issuer will in principle be tax exempt (without prejudice to withholding tax on the interest component if any). Capital losses are in principle not tax deductible. Non-residents of Belgium For a non-resident of Belgium for tax purposes which is not holding the Notes through a Belgian establishment or investing in the Notes in the course of a Belgian professional activity, the mere acquisition, ownership or disposal of the Notes will not give rise to any Belgian tax liability in respect of income or capital gains (without prejudice to withholding tax if applicable). A non-resident company having allocated the Notes to the exercise of a professional activity in Belgium through a Belgian establishment is subject to practically the same rules as a Belgian resident company (see above). Transfer Tax A tax on stock exchange transactions (beurstaks/taxe sur les opérations de bourse) will be levied upon the sale and purchase in Belgium of the Notes on a secondary market through a professional intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional intermediary is 0.09% with a maximum amount of € 650 per transaction and per party. The tax is due separately from each party to any such transaction, i.e. the seller (transferor) and the purchaser (transferee), both collected by the professional intermediary. A tax on repurchase transactions (taks op de reportverrichtingen/taxe sur les reports) at the rate of 0.085% will be due from each party to any such transaction in which a stockbroker acts for either party (subject to a maximum of € 650 per party and per transaction). 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) for the tax on stock exchange transactions and article 139, second paragraph, of the same code for the tax on repurchase transactions.

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). The Commission has proposed certain amendments to the Savings Directive, which may, if implemented, amend or broaden the scope of the requirements described above.

0010155-0001994 ICM:15827452.21 110 SUBSCRIPTION AND SALE The Dealers have in an amended and restated Programme Agreement (such Programme Agreement as modified and/or supplemented and/or restated from time to time, the Programme Agreement) dated 20 December 2012, 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. 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 Prospectus 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, and the Issuer has consented in writing to its use for the purpose of that Non-exempt offer; (b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (c) at any time to fewer than 100 or, if the relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined

0010155-0001994 ICM:15827452.21 111 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 (d) 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 (d) 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; the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State; and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

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 (ii) 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 2000) 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 2000) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA 2000 does not apply to the Issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA 2000 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 Act of Japan (Act No. 25 of 1948, as amended; the FIEA) 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 FIEA 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 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 submitted for approval or review by, the Belgian Financial Services and

0010155-0001994 ICM:15827452.21 112 Markets Authority (“Autoriteit voor Financiële Diensten en Markten” / “Autorité des services et marchés financiers”, or the FSMA). Absent a Public Offer, neither this Prospectus nor any other information or materials relating thereto (including for the avoidance of doubt any marketing materials) (a) may be distributed or made available to the public in Belgium, (b) may be used in relation to any investment service in Belgium unless all conditions of Directive 2004/39/EC on markets in financial instruments, as implemented in Belgium, are satisfied, (c) or may be used to publicly solicit, provide advice or information to, or otherwise provoke requests from, the public in Belgium in relation to the offering. Absent a Public Offer, any offering in Belgium is made exclusively on a private basis in accordance with article 3 of the Law of 16 June 2006 concerning the public offering of investment instruments and the admission to the trading on a regulated market of investment instruments (the “Law of 16 June 2006”), which implemented Directive 2003/71 EC of the European Parliament and of the Council of the European Union as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been deemed implemented or are applied by the Belgian Financial Services and Markets Authority in Belgium pending formal enactment of such amendments by the legislator), and is addressed only to, and subscription will only be accepted from, (a) investors that qualify as qualified investors (as defined by article 10, §1 of the Law of 16 June 2006) (each, a “Qualified Investor”), and/or (b) investors investing for a consideration of at least €100,000 per investor and per category (each, a “High Net Worth Individual”), and it being understood that any such Qualified Investor or High Net Worth Individual shall act in its own name and for its own account and shall not act as intermediary, or otherwise sell or transfer, to any other investor, unless any such other investor would also qualify as a Qualified Investor or a High Net Worth Individual. 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. This Prospectus and its distribution is for information purposes only and does not involve an investment service in Belgium. 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 publication of a prospectus subject to the prior approval of the FSMA, 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.

0010155-0001994 ICM:15827452.21 113 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, 24 July 2008, 6 May 2010 and 15 December 2012.

Approval of Notes, 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 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 2010 and 31 December 2011 (with an English translation thereof), the H1 reports of the Group containing the consolidated reviewed interim financial statements for the half years ended 30 June 2011 and 30 June 2012; (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) and the Q3 report og the Group containing the consolidated interim financial statements for the quarter ended 30 September 2012; (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, supplements and 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).

Clearing System 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 Notes have been accepted for clearance through the X/N Clearing System. The appropriate Common Code and identification number will be specified in the relevant Final Terms.

0010155-0001994 ICM:15827452.21 114 The address of the X/N Clearing System is S.A. Banque Nationale de Belgique, boulevard de Berlaimont 14, B-1000 Bruxelles, Belgium.

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 and will be disclosed in the applicable Final Terms. Yield In relation to any Tranche of Fixed Rate Notes, an indication of the yield in respect of such Notes will be specified in the applicable Final Terms. The yield is calculated on the Issue Date of the Notes on the basis of the relevant Issue Price. The yield indicated will be calculated as the yield to maturity as at the Issue Date of the Notes and will not be an indication of future yield.

Significant or Material Change There has been no significant change in the financial or trading position of the Issuer or its subsidiaries since 30 September 2012 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 2011.

Litigation Save as set out on pages 92, 93 and 94 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 Réviseurs d’Entreprises S.C.C.R.L., De kleetlaan 2, 1831 Diegem, Belgium, (represented by Marnix Van Dooren), members of the Belgian Institute of Company Auditors. On 14 April 2010, Deloitte Bedrijfsrevisoren BV ovve CVBA (represented by Geert Verstraeten and Luc Van Coppenolle) (Deloitte) was appointed as auditors of the Group. Deloitte 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 2010 and 31 December 2011, and have issued an audit opinion without qualification, in accordance with generally accepted auditing standards in Belgium Deloitte performed a limited review of the Issuer’s consolidated interim financial statement for the 6 month period ended 30 June 2011 and 30 June 2012. Deloitte, members of the Belgian Institute of Company Auditors, has 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 other services for the Issuer and its affiliates in the ordinary course of business.

0010155-0001994 ICM:15827452.21 115 BELGACOM, S.A. DE DROIT PUBLIC 27 Boulevard Roi Albert II B-1030 Brussels

DOMICILIARY AGENT BNP Paribas Securities Services SCA, Brussels Branch Boulevard Louis Schmidt 2 1040 Brussels Belgium

LEGAL ADVISERS To Belgacom as to Belgian law Stibbe cvba/scrl Central Plaza - Loksumstraat 25 rue de Loxum BE – 1000 Brussels Belgium

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

AUDITORS

Deloitte Bedrijfsrevisoren BV ovve CVBA Berkenlaan 8B B-1831 Diegem

0010155-0001994 ICM:15827452.21 116 DEALERS Barclays Bank PLC BNP PARIBAS 5 The North Colonnade 10 Harewood Avenue Canary Wharf London NW1 6AA London E14 4BB

Crédit Agricole Corporate and Investment Bank ING Bank N.V., Belgian Bank 9, quai du Président Paul Doumer Avenue Marnix 24, 92920 Paris La Défense 1000 Brussels France Belgium

J.P. Morgan Securities plc KBC Bank NV 25 Bank Street Havenlaan 2 Canary Wharf B-1080 Brussels London E14 5JP Belgium

Lloyds TSB Bank plc The Royal Bank of Scotland plc 10 Gresham Street 135 Bishopsgate London EC2V 7AE London EC2M 3UR

LUXEMBOURG LISTING AGENT BNP Paribas Securities Services, Luxembourg Branch 33 Rue de Gasperich, Howald-Hesperange L-5826 Luxembourg

0010155-0001994 ICM:15827452.21 117