ageas SA/NV

AGM Information • Mar 20, 2025

Brussels, 20 March 2025

THE BOARD OF DIRECTORS OF AGEAS SA/NV INVITES THEIR SHAREHOLDERS TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (THE "MEETING") TO BE HELD ON

WEDNESDAY, 23 APRIL 2025, AT 10.30 AM at the offices of ageas SA/NV Avenue du Boulevard / Bolwerklaan 21 (14th floor), 1210 Brussels

Referring to past experience, we draw however your attention on the fact that this Meeting will not attain the required attendance quorum – i.e. that at least 50% of the capital must be represented – and that thus this Meeting will not be able to decide validly.

You will be officially informed on Saturday 19 April 2025 that this Meeting was unable to attain the required attendance quorum and will then be invited to the Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held on Wednesday 21 May 2025. It will be possible to participate to the meetings to be held on 21 May 2025 in person or by sending a proxy.

AGENDA

• 1. Opening
• 1. Amendments to the Articles of Association

Section: CAPITAL – SHARES

• 2.1 Article 6: Authorized capital
  • 2.1.1 Special report

Communication of the special report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with article 7:199 of the Belgian Companies and Associations Code.

2.1.2 Proposal to (i) authorize, for a period of three years starting on the date of the publication in the annexes to the Belgian State Gazette of the amendment to the Articles of Association resolved by the Extraordinary General Meeting of Shareholders which will deliberate on this point, the Board of Directors to increase the company capital, in one or more transactions, by a maximum amount of EUR 150,000,000 as mentioned in the special report by the Board of Directors (ii) therefore, cancel the unused balance of the authorized capital, as mentioned in article 6 a) of the Articles of Association, existing at the date mentioned under (i) above and (iii) modify article 6 a) of the Articles of Association accordingly, as set out in the special report by the Board of Directors. Until the adoption of this resolution by the Extraordinary General Meeting of Shareholders and the abovementioned publication in the annexes to the Belgian State Gazette, the existing authorisation will continue to apply in full force.

3. Acquisition of ageas SA/NV shares

Proposal to authorize the Board of Directors of the company for a period of 24 months starting after the publication of the articles of association in the Annexes to the Belgian State Gazette, to acquire ageas SA/NV shares for a consideration equivalent to the closing price of the ageas SA/NV share on Euronext on the day immediately preceding the acquisition, plus a maximum of fifteen per cent (15%) or minus a maximum of fifteen per cent (15%).

The number of shares which can be acquired by the Board of Directors of the company and its direct subsidiaries within the framework of this authorization will not represent more than 10% of the issued share capital.

Until the adoption of this resolution by the Extraordinary General Meeting of Shareholders and the above-mentioned publication in the annexes to the Belgian State Gazette, the existing authorisation will continue to apply in full force.

4. Close

Attendance at the Meeting

As in previous years, this first Meeting will only establish formally that it has not attained the required quorum and is thus unable to decide validly.

Shareholders who nevertheless wish to participate in this first Meeting are requested to comply with the following formalities:

• Shareholders whose shares are registered directly with the company: to advise the company in writing of their intention to attend and of the number of shares for which they intend to exercise their voting rights by Thursday 17 April 2025 at the latest (to the postal address or to the e-mail address mentioned below). The company will then determine the shareholding on the Record Date.
• Holders of dematerialized shares should notify their bank or financial institution (via their branch) of their intention to attend the Meeting no later than Thursday 17 April 2025. The banks and other financial institutions must notify the company of their clients' instructions no later than Thursday 17 April 2025.
• Shareholders must submit a proxy form by Thursday 17 April 2025 (either to the postal address, or to the email address shown below) if they wish to be represented at the meeting. A proxy model can be obtained upon simple request from the company's registered office or can be downloaded from www.ageas.com/en "Investors - Shareholders - Shareholders General Meeting".

We ask shareholders to note that their wish to attend the meeting will only be met insofar as they hold shares registered at midnight (CET) on Wednesday 9 April 2025.

Right to amend the agenda and right to ask questions

One or more shareholders representing at least one per cent of the share capital or holding shares with a market value of at least EUR 50 million have the right to place new items on the agenda of a General Meeting and to table draft resolutions on existing or new agenda items.

The right to request the addition of items to the agenda or submit proposals of decisions relating to existing agenda items does not apply to a second Extraordinary General Meeting of Shareholders that must be convened for lack of an attendance quorum at the first Extraordinary General Meeting of Shareholders.

In order for shareholders to be able to exercise their right to amend the agenda, they must prove that on the day on which they submit their request they actually own at least one per cent of the share capital or hold shares with a market value of at least EUR 50 million. They must also ensure that the appropriate number of shares is registered on the record date in accordance with the registration formalities described above.

Ownership of shares on the day on which the request is submitted can be proved as follows:

• In the case of shares registered directly with the company: by means of an entry in the register of registered ageas SA/NV shares.
• In the case of shares that are registered through a bank or other financial institution: by means of a book entry certificate issued by an authorized custody account keeper or clearing institution.

Requests must be accompanied by the text of the items to be added to the agenda and the related draft resolutions, and/or by the text of the draft resolutions concerning existing or new agenda items. Requests must also mention a postal address or email address to which ageas SA/NV can send confirmation of receipt.

The company must receive requests to place items on the agenda and to table draft resolutions no later than midnight (CET) on Tuesday 1 April 2025.

As the case may be, Ageas will publish an updated agenda no later than Tuesday 8 April 2025. At the same time a modified proxy form will be published on the website. All proxies previously submitted will nevertheless remain valid with regard to the agenda items they refer to.

In addition, shareholders have the right to submit, prior to the Meeting, questions in writing to the Board of Directors concerning the agenda items and the board's report, if any, as well as questions in writing to the statutory auditor about his report as the case may be. They also have the right to ask questions orally about the agenda items and reports during the Meeting.

Questions submitted in writing will only be answered if the shareholder in question has completed the registration formalities mentioned above by the record date and has given notice of his intention to attend the Meeting by Thursday 17 April 2025 and provided that the question in writing is received by the company no later than Thursday 17 April 2025.

Shareholders who comply with the above-mentioned conditions should send requests concerning their amendment right to the agenda and to ask questions to the postal address or email address mentioned in this convening notice (see under the heading 'Practical Information').

Available documents

Beside the proxy model mentioned above, the special report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with Article 7:199 of the Companies and Associations Code is available free of charge at the company's registered office to the shareholders and to all interested parties.

All documents relating to the meeting can also be found on Internet: www.ageas.com/en "Investors - Shareholders - Shareholders General Meeting".

Data protection

Ageas SA/NV is the controller¹ of the processing of personal data it receives from shareholders and proxyholders in the context of the Meeting and shall, when processing such data, comply with its obligations under GDPR and other applicable data protection laws. Such personal data will be used for the purposes of preparing and administering the attendance and voting process in connection with the Meeting and will be transferred to third parties assisting in the administration of the voting process.

You can find more information about the processing of your personal data by ageas SA/NV using this link:

https://www.ageas.com/sites/default/files/file/file/Ageas_Privacy_Notice_Shareholders_EN_0_0_1_1 _0.pdf

¹ As defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR").

As further explained in this privacy notice, you have rights with respect to your personal data (for some of them, subject to applicable legal conditions and limits), namely the right to access, rectify or erase your personal data, as well as the right to restrict processing, the right to object to processing and the right to portability of your data.

In addition, you also can obtain further information about the processing of your personal data by ageas SA/NV or exercise your rights as listed above by sending a request to ageas SA/NV by email to privacy@ageas.com.

Practical information

Shareholders wishing to obtain information relating to the modalities of attendance to the Meeting, or have other queries, are invited to contact the Company:

ageas SA/NV Corporate Administration Avenue du Boulevard / Bolwerklaan 21 (14th floor) 1210 Brussels Tel : +32 (0)2 557 56 72 E-mail: general.meeting@ageas.com

Press office: +32 (0)2 557 57 36

The Board of Directors

Bart De Smet Chairman