

| PROXIMUS | 08/04/2009 Combined | |
|---|---|---|
| 1 | Examination of the annual reports of the Board of Directors with regard to the annual accounts and consolidated annual accounts at 31 December 2008 | Non-Voting |
| 2 | Examination of the reports of the Board of Auditors with regard to the annual accounts and of the auditor with regard to the consolidated annual accounts on 31 December 2008 | Non-Voting |
| 3 | Examination of the information provided by the Joint Committee | Non-Voting |
| 4 | Examination of the consolidated annual accounts at 31 December 2008 | Non-Voting |
| 5 | 1) Approval of the annual accounts at 31 December 2008; 2) Approval of the appropriation of income and of the dividend | For |
| 6 | Discharge to the Board of Directors | Oppose |
| 7 | Special discharge to Mr. Maurice Lippens who resigned on 3 October 2008 | Oppose |
| 8 | Discharge to the Board of Auditors | Oppose |
| 9 | 1)Election of Mr. Jozef Cornu as Director for a period of 6 years; 2)To set the remuneration for the mandate of Mr. Jozef Cornu | Oppose |
| 10 | 1)Reappointment as Statutory External Auditor of Ernst & Young Réviseurs d'entreprises for a period of 3 years; 2)Approve the auditor remuneration | For |
| 11 | Appointment of a member of the Board of Auditors of Mr. Romain Lesage or a period of 6 years | Non-Voting |
| 12 | Miscellaneous | Non-Voting |
| E1 | 1) Proposal to increase the company's share capital in one or several instalments; 2) Change by-laws provisions in line with previous extraordinary proposal | Oppose |
| E2 | Proposal to amend Article 8 of the Articles of Association (capital increase by means of contribution in kind) | For |
| E3 | Proposal to amend Article 13 of the Articles of Association (buy-back of the company shares) | Oppose |
| E4 | Proposal to amend Articles 16 and 20 of the Articles of Association (appointment and dismissal of the members of the Management Committee) | For |
| E5 | Proposal to delete Article 50 of the Articles of Association (distribution to employees of profits for the 2003 financial year) | For |
| E6 | Proposal to delete Article 52 of the Articles of Association (transitional mandatory nomination rights) | For |
| E7 | Delegation of powers for the completion of formalities | For |