PROXIMUS 08/04/2009 Combined
1Examination of the annual reports of the Board of Directors with regard to the annual accounts and consolidated annual accounts at 31 December 2008Non-Voting
2Examination 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 2008Non-Voting
3Examination of the information provided by the Joint CommitteeNon-Voting
4Examination of the consolidated annual accounts at 31 December 2008Non-Voting
51) Approval of the annual accounts at 31 December 2008;

2) Approval of the appropriation of income and of the dividend

For
6Discharge to the Board of DirectorsOppose
7Special discharge to Mr. Maurice Lippens who resigned on 3 October 2008Oppose
8Discharge to the Board of AuditorsOppose
91)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
101)Reappointment as Statutory External Auditor of Ernst & Young Réviseurs d'entreprises for a period of 3 years;

2)Approve the auditor remuneration

For
11Appointment of a member of the Board of Auditors of Mr. Romain Lesage or a period of 6 yearsNon-Voting
12MiscellaneousNon-Voting
E11) 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
E2Proposal to amend Article 8 of the Articles of Association (capital increase by means of contribution in kind)For
E3Proposal to amend Article 13 of the Articles of Association (buy-back of the company shares)Oppose
E4Proposal to amend Articles 16 and 20 of the Articles of Association (appointment and dismissal of the members of the Management Committee)For
E5Proposal to delete Article 50 of the Articles of Association (distribution to employees of profits for the 2003 financial year)For
E6Proposal to delete Article 52 of the Articles of Association (transitional mandatory nomination rights)For
E7Delegation of powers for the completion of formalitiesFor