ordinary general shareholders’ meeting brussels, 8 april 2009

Ordinary General Shareholders’ Meeting

Brussels, 8 April 2009

Simultaneous translation

English : channel 3

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After the Meeting

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Test question

• Stijn Devolder will win Paris-Roubaix next Sunday.

1. FOR2. AGAINST3. ABSTAIN

Theo Dilissen

Chairman of the Board

Dirk Lybaert

Secretary General

Theo Dilissen

Chairman of the Board

Introduction Chairman

A strategy of convergence and innovation

Social dialogue and motivated employees

Multiple challenges for 2009

Didier Bellens

President & CEO

Belgacom strategy

Belgacom continues to execute on a consistent strategy

Focus on:

Organic growth through a high-quality network

Convergence as key to long-term success

Continued disciplined stance on M&A

Organic growth through high-quality network

Continuous investments in future-proof network Meet growing technological needs of customers Supporting innovation

Best in class broadband coverage Belgium ranks high in terms of Broadband penetration: 99.85% of households covered Since its launch in 2004, VDSL covers 66.2% of population, with capacity of up to 20 Mbps Investments kept at reasonable level: € 470 mio spent to date, including € 91 mio in 2008 Belgacom aims to increase the VDSL2 coverage to 80% ADSL & VDSL network creates footprint for Belgacom TV, with population coverage of 86.6%

Over 90% 3G coverage Belgacom 1st operator in Belgium to invest in 3G and to upgrade to HSDPA Population coverage of 90.2% end 2008 To date, € 446 mio capex invested, including € 30 mio in 2008

‘Move to all IP’ project launched in 2008 Business transformation project incl full re-engineering of network, IT systems & processes Estimated investment of € 400 million over 2008-2012

Convergence as key for long term success

Leveraging nation-wide fixed & mobile network through new offers combining fixed and mobile calling or Internet use

“Together” for consumers ~ 1 million customers “Fusion” for SME – 66,000 customers Happy Time One Mobile Internet Free Weekend

Belgacom in unique position to offer flexible end-to-end telecom and IT solutions

Move consumers from single to multi-play offers through converged packages By end of December 2008, a total of 302,000 packs were sold. Belgacom intends to further increase the number of multi-play customers through

enhanced, simplified and innovative product packs. Belgacom already has customer relationships with 80% of the households in Belgium. In the future we will offer unique bundles, leveraging our unique assets. One billing and One customer management.

Continued disciplined stance on M&A

Growth through in-market acquisitions Belgacom also aims to grow through attractive in-market deals

• Mobile-for, Tunz: • Belgacom takes part in growing Mobile payment business• Launch of new brand together with our partners:

• The brand PingPing and its related logo will indicate where customers can make mobile payments, with all its advantages. Fast, user-friendly, interactive, requiring no small change, etc.,

• The system can be accessed by all mobile phone users, regardless of their operator.

• Via Scarlet, a no-frills provider of fixed and mobile services, Belgacom will penetrate a new market segment and reinforce its multiplay offering in Belgium.

Disciplined stance on international M&AMonitor growth opportunities outside Belgium in a disciplined wayTango as strategic fit:

Via Tango, the second mobile market player in Luxembourg, Belgacom will on the one hand maintain the residential mobile offer and on the other hand further penetrate the corporate segment by leveraging Telindus’s presence.

Annual results 2008

Group financial highlights

FY guidance met on all key metrics: Group revenue -1.4% YoY EBITDA margin of 33.3% Capex excl. football broadcasting rights at 11% of Group

revenue

Group result includes: Regulatory impact: revenue impact of -€138 mio and EBITDA

impact of -€81mio Contribution of Scarlet and Tango Revenue loss due to divestments of Telindus ‘non-core’

international branches

Strong financial position: Net debt of 0.9 times EBITDA Limited debt maturing in 2009 (300 mio in Q409)

Consolidated income statement

(EUR million)

2007 2008 % Change

Total Revenue before non-recurring items 6,065 5,978 -1.4%Non- recurring revenues 0 8

Costs of materials and charges to revenue -2,015 -1,975 -2.0%

Personnel expenses and pensions -1,120 -1,124 0.3%

Other operating expenses -853 -890 4.3%Non- recurring expenses -46 -93 102.7%TOTAL OPERATING EXPENSES -4,034 -4,081 1.2%

EBITDA 2,031 1,897 -6.6%

Depreciation -774 -743 -4.0%

EBIT 1,256 1,161 -7.6%

Financial Result 1 -109

NET INCOME 958 800 -16.5%

Basic earnings per share 2.87 EUR 2.45 EUR -14.5%

Financial result influenced by:

2007: gains realized on disposal Mobistar & Eutelsat interests

2008: additional interest payments due to increased debt level

Non-recurring expenses:

€ 53 mio restructuring programs

€ 34 mio for ICT divestment project

€ 6 mio for disposal of WIN

Group operational highlights

Successful year for Belgacom TV +201,000 customers, exceeding customer growth of last year. Strong Q408 +63,000 net adds, brings TV customer base end 2008 to

506,000

296,000 Mobile customers added in 2008 Including 237,000 postpaid customers Strong Q408 with +96,000 mobile customers

Broadband customer growth: +108,000 Total customer base end 2008 at 1,345,000

Voice access line loss stabilized due to VoIP offer

Continued success of converged product packs 149,000 sold in 2008 Total of 302,000 end 2008

Strong volume growth in International Carrier Services Full-year revenue growth of 8.9% with margin at 7.9%

Consumer Business Unit

(CBU)

YoY CBU revenue increased 1.0% to € 2,253 mio, EBITDA declined 0.5%

Total regulatory impact for 2008 of € 55 mio. Excl. regulation, revenue increased 3.4%

Impact of Voice roaming regulation limited as of Q4’08 Growth in TV and data revenue and the acquisition of Tango and Scarlet fully

offset regulatory impact

Financial performance

Business performance

CBU - Highlights

Solid 2008 operational results:

+195k new mobile customers in 2008, including 136k postpaid customers. Strong growth in Q4 with +72k resulting from successful year-end promotion

Strong Q4’08 for Belgacom TV with +63k net adds. End 2008, total TV customer base of 506k users with an ARPU of €17.2

+26k new broadband customers in Q408 leading to a total of +85k new broadband customers for 2008, an improvement compared to the 77k net adds in 2007

As from H2’08, slowdown in fixed line loss due to the growing number of VoIP lines. End 2008, net line loss amounted to -162k versus -170k in 2007

CBU - Belgacom TV

2008 target exceeded: 201k new TV users added vs. 166k in 2007 Peak in Q408 of +63k net adds due to success of year-end promotion on “TV+Internet”

pack YoY net adds increased by +201k leading to a total customer base of 506k users end

2008, including 65k 2nd stream users.

TV ARPU continues to grow: YoY +7.0% to €17.2 driven by the success of on-demand services & lower impact of

promotions on increasing TV revenue base

42

4258

5256

63

4410

1 2

Q4Q3Q2Q1

TV Growth (000)

2006 2007 2008

+166 +201

305

506

1 2

2007 2006

2007 2008

TV Total EOP (000)

+201k

16.1 17.2

1 2

2007 2006

2007 2008

TV ARPU EUR/ month

+7.0%

Strong Q4 2008 for Belgacom TV, with 63,000 new customers. End 2008, the total TV customer base amounted to 506,000 users.

Enterprise Business Unit

(EBU)

EBU - Highlights

YoY EBU revenue decreased 2.8% to €2,696 mio, EBITDA -1.9%

-€73 mio regulatory impact on 2008 revenue. Excluding regulation, revenue -0.2%, including divestment program and sale of Satellite services

Contribution margin slightly up to 47%

Advanced mobile data + 33% revenue YoY

Financial performance

Business performance

Execution on Convergence strategy: ~ 25,000 Explore sites connected end 2008 ~ 66,000 SMEs on Fusion offer

Initiatives taken to further strengthen EBU position: New segment organization: SME – Corporate –International ICT focus on Belgium & 5 core countries – divestment program completed Scope narrowed to core ICT products

Data center solutions growing business. Surface of ~15,000m². Awarded ISO 27001 certificate

EBU takes part in growing Mobile payment business: SMS ticketing & SMS parking

Q408 shows strong pipeline, and important contract deals were closed

International Carrier Services

(ICS)

ICS – Highlights

Total ICS Revenue increased 8.9% YoY

Strong growth Voice volumes (+17.3%) driven by continued growth in mobile segment (Africa & Asia)However, positive effect on voice revenue partly offset by decrease in mobile termination rates

Growth mobile data revenue (+42.2%) driven by increase in signalling and SMS

EBITDA margin increases from 7.2% in 2007 to 7.9% in 2008

Agenda

Questions & Answers

Proposed resolutions

Vote on the proposed resolutions

Proposed resolution

Approval of the annual accounts with regard to the financial year closed on 31 December 2008, including the following allocation of the results :

Profit of the period available for appropriation 141,309,085 €

Net transfers from the reserves available 556,481,178 €

Profit to be distributed 697,790,263 €

Remuneration of capital (gross dividends) * 690,771,221 €

Other beneficiaries (Personnel) 7,019,042 €(*) : For 2008, the gross dividend amounts to EUR 2.18 per share, entitling shareholders to a dividend net of withholding tax of EUR 1.635 per share, from which, on 16 December 2008, an interim dividend of EUR 0.50 (0.375 EUR per share net of withholding tax) was paid; so that at present a gross dividend of EUR 1.68 EUR per share (1.26 EUR per share net of withholding tax) will be distributed :- 14 April 2009 : ex dividend date- 16 April 2009 : record date- 17 April 2009 : payment date


Proposed resolution

Granting of a discharge to the members of the Board of Directors for the exercise of their mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Didier Bellens for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Guido J.M. Demuynck for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Pierre-Alain De Smedt for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Theo Dilissen for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution


Granting of a discharge to Mrs Carine Doutrelepont for the exercise of her mandate during the financial year closed on 31 December 2008.

Proposed resolution

Granting of a discharge to Mrs Martine Durez for the exercise of her mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Philip Hampton for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Georges Jacobs for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mrs Mimi Lamote for the exercise of her mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Michel Moll for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Oren G. Shaffer for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mrs Michèle Sioen for the exercise of her mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Robert Tollet for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mrs Lutgart Van den Berghe for the exercise of her mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Paul Van de Perre for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a special discharge to Mr Maurice Lippens for the exercise of his mandate until 3 October 2008.


Proposed resolution

Granting of a discharge to the members of the Joint Auditors for the exercise of their mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to ERNST & YOUNG, Réviseurs d’entreprises S.C.C./Bedrijfsrevisoren B.C.V., represented by Mr Marnix Van Dooren, for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Romain Lesage for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to Mr Pierre Rion for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

Granting of a discharge to CALLENS, GUEVAR, VAN IMPE & Co, represented by Mr Herman Van Impe, for the exercise of his mandate during the financial year closed on 31 December 2008.


Proposed resolution

To appoint Mr Jozef Cornu as Board member for a period which will expire at the annual general meeting of 2015.


Proposed resolutionTo set the remuneration for the mandate of Mr J. Cornu asfollows, in accordance with the recommendation of the Nomination and Remuneration Committee:

• Fixed annual remuneration of EUR 25,000;• Attendance fee of EUR 5,000 per Board meeting attended;• Attendance fee of EUR 2,500 per Board advisory

committee meeting attended;• EUR 2,000 per year to cover communications costs.


Proposed resolution

To renew the mandate of ERNST & YOUNG, Réviseurs d’entreprises S.C.C./Bedrijfsrevisoren B.C.V., represented by Marnix Van Dooren, in charge of certifying the consolidated accounts for the Belgacom Group, for a period of three years. The fees of the auditor are fixed at EUR 281,000 per year (indexed).


The annual general meeting takes note of the decision of the “Cour des Comptes” taken on 28 May 2008, regarding the nomination of Mr Romain Lesage as member of the Board of Auditors of Belgacom S.A. of public law for a new term of six years as of 1 July 2008.

Ordinary General Shareholders’ Meeting Brussels, 8 April 2009

ordinary general shareholders’ meeting brussels, 8 april 2009

Documents

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