ageas SA/NV — AGM Information 2011

Mar 24, 2011

Brussels, 24 March 2011.

As announced in the convocation of 9 February 2011, the Board of Directors of Ageas confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 30 March 2011 will not achieve the required attendance quorum, i.e. representation of at least 50% of the share capital, and will thus be unable to decide validly regarding its agenda items. A new General Meeting will therefore be convened which, regardless of the share capital represented, will be able to deliberate validly regarding all agenda items.

Attention: on 17 March 2011 the shareholders were already informed that the Extraordinary General Meeting of Shareholders of ageas N.V. of 23 March 2011 will not be able to pass valid resolutions and therefore they were invited to the Annual General Meeting of Shareholders of ageas N.V. on 28 April 2011.

THE BOARD OF DIRECTORS OF AGEAS IS PLEASED TO INVITE THE SHAREHOLDERS TO ATTEND THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AGEAS SA/NV AS WELL AS TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD AFTER THE ORDINARY GENERAL MEETING ON

Wednesday 27 April 2011 at 10.00 a.m.

Sheraton Brussels Hotel Place Rogier 3 / Rogierplein 3 1210 Brussels

We ask the shareholders to note that they will only be admitted to the Meeting and be able to vote based solely on the number of shares that they hold on the Record Date and about which they have made known their intention to exercise their voting rights at the Meeting, regardless of the number of shares that they hold on the day of the Meeting.

The Record Date has been set at midnight (CET) on 15 April 2011, in accordance with the powers afforded to the Board of Directors under article 21 c) of the company's articles of association.

PARTICIPATION IN THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS (THE "MEETING")

Principle

Shareholders who would like to be able to cast their vote during the Meeting of ageas SA/NV may:

• attend the Meeting in person;
• have themselves represented at the Meeting: i.e. issue a proxy to a representative who will vote on the shareholder's behalf.

Practical formalities

• Shareholders wishing to attend the Meeting in person
• Shareholders whose shares are registered directly with the company simply have 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, using the form with which they have been provided. The company will then determine the shareholding on the Record Date.
• Shareholders whose shares are registered with a bank or other financial institution should contact the bank or financial institution in question (via their branch) and request them to advise the company of their intention to attend and of the number of shares for which they intend to exercise their voting rights. The bank or financial institution will then confirm the shareholding on the Record Date.
• Holders of bearer (physical) shares may attend the Meeting on condition that they deposit their shares with the company or instruct the bank or financial institution at which they deposit their shares to advise the company of their intention to attend and of the number of shares for which they intend to exercise their voting rights. The shareholding will be determined on the basis of the physical bearer shares that have been deposited at the company or the bank or financial institution on the Record Date.

Shareholders should note that, in principle, any physical (bearer) shares deposited at a bank in Belgium with a view to participating in the Meeting will in principle be 'dematerialised' when placed in a securities account. Consequently, it might not be possible after the Meeting to request the physical delivery of the shares in question.

NB:

• o Shareholders should ask their bank or financial institution for proof of their shareholding on the Record Date, which can be presented to the company on the day of the Meeting in the event that the entrance card has not reached the shareholder in due time.
• Shareholders who wish to be represented
• Shareholders whose shares are registered directly with the company simply have to return to the company the proxy model with which they have been provided. The company will then determine the shareholding on the Record Date.
• Shareholders whose shares are not registered with the company must: 1) return a proxy to the company. To that effect a proxy model is put at the shareholders' disposal; AND

2) in addition comply with the same formalities as the shareholders wishing to attend the Meeting in person, as such formalities are set out above.

When presenting themselves shareholders are requested to inform the bank or financial institution of their intention to be represented at the Meeting such that the latter can advise the company thereof.

Deadlines for completing the formalities

We draw the attention of shareholders to the fact that their intention to participate in the Meeting will only be taken into account to the extent that they are holders of shares registered ON FRIDAY 15 APRIL 2011 at midnight (CET) (the Record Date).

In addition shareholders must take the following deadlines into account:

Shareholders wishing to attend the Meeting in person

These shareholders must communicate their instructions to the company, their bank or financial institution, as appropriate, no later than Tuesday 19 April 2011 (it being understood that shareholders can present themselves as of the publication of the convocation for the Meeting). The banks and other financial institutions must notify the company of their clients' instructions no later than Tuesday 19 April 2011.

Attention: holders of bearer (physical) shares must present themselves to the company, bank or other financial institution in order to deposit their shares no later than Friday 15 April 2011 (the Record Date). The banks and other financial institutions must notify the company of their clients' instructions no later than Tuesday 19 April 2011.

• Shareholders who wish to be represented
• In the case of shareholders whose shares are registered directly with the company, the proxy must be received by the company no later than Tuesday 19 April 2011.
• Shareholders whose shares are registered with a bank or other financial institution must:
  • have communicated their instructions to their bank or financial institution no later than Tuesday 19 April 2011 (it being understood that shareholders can present themselves as of the publication of the convocation for the Meeting); AND
  • ensure that the proxy is in the possession of the company no later than Tuesday 19 April 2011.
• Holders of bearer (physical) shares must:
  • have deposited their shares with the company, their bank or financial institution no later than Friday 15 April 2011 (the Record Date) and, as the case may be,
  • have instructed their bank or financial institution where they deposited their shares to notify the company no later than Tuesday 19 April 2011 that they intend to be represented at the Meeting; AND
  • ensure that the proxy is in the possession of the company no later than Tuesday 19 April 2011.

AGENDA of the Ordinary and Extraordinary General Meetings of Shareholders

1. Opening

2. Annual Report and Accounts, Dividend and Discharge

• 2.1 Annual Report and Accounts
• 2.1.1 Discussion of the annual report on the financial year 2010
• 2.1.2 Discussion of the consolidated annual accounts for the financial year 2010
• 2.1.3 Discussion and proposal to approve the statutory annual accounts of the company for the financial year 2010
• 2.1.4 Proposal to approve the result appropriation of the company for the financial year 2009
• 2.2 Dividend
• 2.2.1 Information on the dividend policy
• 2.2.2 Proposal to adopt a gross dividend for the 2010 financial year of EUR 0,08 per Ageas Unit; the dividend will be payable as from 31 May 2011
• 2.3 Discharge
• 2.3.1 Proposal to discharge the members of the Board of Directors for the financial year 2010
• 2.3.2 Proposal to discharge the auditor for the financial year 2010

3. Corporate Governance

• 3.1 Discussion on Ageas' governance relating to the reference codes and the applicable provisions regarding corporate governance
• 3.2 Discussion and proposal to approve the remuneration report
• 3.3 Discussion and proposal to approve the remuneration policy

4. Board of Directors – Appointment and Reappointments

Appointment

4.1 Proposal to appoint, subject to approval of the Banking, Finance and Insurance Commission and the appointment as a member of the Board of Directors of ageas N.V., Mr. Ronny Bruckner as a non-executive member of the Board of Directors of the company, for a period of three years, until the close of the Ordinary General Meeting of Shareholders in 2014. Mr. Ronny Bruckner complies with the criteria set out in article 526ter of the Belgian Companies Code and will qualify as independent director within the meaning of this article. The candidacy of Mr. Ronny Bruckner was proposed by Cresida Investments, a shareholder representing at least 1% of the capital, in accordance with article 18 b) 4) ii of the Articles of Association.

Reappointments

• 4.2 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Frank Arts as an independent non-executive member of the Board of Directors of the company, for a period of two years, until the close of the Ordinary General Meeting of Shareholders in 2013.
• 4.3 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Shaoliang Jin as an independent non-executive member of the Board of Directors of the company, for a period of two years, until the close of the Ordinary General Meeting of Shareholders in 2013.
• 4.4 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Roel Nieuwdorp as an independent non-executive member of the Board of Directors of the company, for a period of three years, until the close of the Ordinary General Meeting of Shareholders in 2014.
• 4.5 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Jozef De Mey as a non-executive member of the Board of Directors of the company, for a period of four years, until the close of the Ordinary General Meeting of Shareholders in 2015.
• 4.6 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Guy de Selliers de Moranville as an independent non-executive member of the Board of Directors of the company, for a period of four years, until the close of the Ordinary General Meeting of Shareholders in 2015.
• 4.7 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Lionel Perl as an independent non-executive member of the Board of Directors of the company, for a period of four years, until the close of the Ordinary General Meeting of Shareholders in 2015.
• 4.8 Proposal to re-appoint, subject to his re-appointment as a non-executive member of the Board of Directors of ageas N.V., Mr. Jan Zegering Hadders as an independent nonexecutive member of the Board of Directors of the company, for a period of four years, until the close of the Ordinary General Meeting of Shareholders in 2015.

5. Acquisition and Disposal of Ageas Units

Proposal

• 5.1 To authorize the Board of Directors of the company and the Boards of its direct subsidiaries for a period of 18 months starting after the close of the General Meeting which will deliberate upon this item, to acquire Ageas Units, in which twinned ageas SA/NV shares are incorporated, representing up to a maximum of 10% of the issued share capital, for a consideration equivalent to the closing price of the Ageas Unit 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%);
• 5.2 To authorize the Board of Directors of the company and the Boards of its direct subsidiaries for a period of 18 months starting after the close of the General Meeting which will deliberate upon this item, to dispose of Ageas Units, in which twinned ageas SA/NV shares are incorporated, under the conditions it will determine.

6. Amendments to the Articles of Association

6.1 Section: CAPITAL – SHARES

Article 9 : Authorized capital

6.1.1 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 604 of the Belgian Companies Code.

• 6.1.2 Proposal to (i) authorize the Board of Directors to increase the company capital by a maximum amount of EUR 84,000,000 to issue shares to meet the coupon payment obligations under the financial instruments mentioned in the special report by the Board of Directors and to consequently cancel the unused balance of the authorized capital, as mentioned in article 9 a) of the Articles of Association, existing at the date of the publication in the Belgian State Gazette of the amendment to the Articles of Association of the company resolved by the Extraordinary General Meeting of Shareholders which will deliberate this point and (ii) modify paragraph a) of article 9 of the Articles of Association accordingly, as set out in the special report by the Board of Directors.
• 6.1.3 Proposal to (i) authorize the Board of Directors to increase the company capital by a maximum amount of EUR 245,700,000 to issue shares to meet the obligation to exchange the Redeemable Perpetual Cumulative Coupon Debt Securities (EUR 1,000,000,000 principal amount) issued by Fortis Bank in September 2001 against Ageas shares in the event that Fortis Bank does not call the instruments on their first call date on 26 September 2011 and (ii) modify paragraph a) of article 9 of the Articles of Association accordingly, as set out in the special report by the Board of Directors.
• 6.2 Section: GENERAL MEETINGS OF SHAREHOLDERS
• Article 18 : Ordinary General Meeting of Shareholders

• 6.2.1 Proposal to insert a new paragraph in article 18 after paragraph b) 2) with the following text and to renumber the subsequent paragraphs:

  • "3) the remuneration report shall be approved;"

• 6.2.2 Proposal to resolve (i) that the modifications to the Articles of Association provided for in sections 6.2.3 to 6.2.7 included shall (a) be made under the condition precedent that the law implementing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies is published in the Belgian State Gazette and (b) enter into force on the date on which such law would provide that such modifications enter into force, it being understood that this proposed resolution 6.2.2 shall not be submitted to the vote of the Extraordinary General Meeting of Shareholders in the event that such law is published before the Extraordinary General Meeting which effectively deliberates upon these items; and (ii) to grant to two directors of the Company, acting jointly, with the power to subdelegate, the power to acknowledge the realisation of the condition precedent and to draw up the coordinated text of the articles of association accordingly.

• 6.2.3 Proposal to replace the text of (renumbered) article 18, 5) ii (previously article 18, 4) ii) with the following text:

"ii. One or more shareholders representing at least 1% of the capital or owning Ageas Units whose stock exchange value amounts to at least EUR 50 million, provided that (i) they prove ownership of such shareholding as of the date of their request and they register their Twinned Shares representing such shareholding on the record date and (ii) the additional agenda items and/or proposals of decisions proposed by such shareholders have been submitted to the Board of Directors in writing, at the latest on the twenty-second (22nd) day preceding the date of the Ordinary General Meeting of Shareholders.

The revised agenda, as the case may be, shall be published in accordance with article 20 at the latest on the fifteenth (15th)) day preceding the date of the Meeting."

• Article 19 : Extraordinary General Meeting of Shareholders
• 6.2.4 Proposal to add the following paragraph:

"c) One or more shareholders representing at least 1% of the capital or owning Ageas Units whose stock exchange value amounts to at least EUR 50 million may request the addition of items to the agenda and may submit proposals of decisions relating to existing agenda items to the Board of Directors, provided that (i) they prove ownership of such shareholding as of the date of their request and they register their Twinned Shares representing such shareholding on the record date and (ii) the items and/or proposals have been submitted to the Board of Directors in writing, at the latest on the twenty-second (22nd) day preceding the date of the Extraordinary General Meeting of Shareholders.

The revised agenda, as the case may be, shall be published in accordance with article 20 at the latest on the fifteenth (15th) day preceding the date of the Meeting. 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 a quorum at the first Extraordinary General Meeting of Shareholders."

Article 20 : Convocations

6.2.5 Proposal to delete paragraph c) of article 20 and to replace this article as follows:

"The convocations to shareholders will be placed in:

• a) a nationally distributed newspaper in the French language in Belgium;
• b) a nationally distributed newspaper in the Dutch language in Belgium;
• c) the official gazette (Moniteur belge/Belgisch Staatsblad);
• d) a nationally distributed newspaper in the Netherlands;
• e) a nationally distributed newspaper in every country where the Unit is admitted to the official listing of a stock exchange; and
• f) media as may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area, ensuring fast access to the information on a non-discriminatory basis."

Article 21 : Lodging of securities and of proxies

6.2.6 Proposal to replace this article as follows:

"Article 21: Record date and proxies

• a) A shareholder is entitled to attend the General Meeting of Shareholders of the Company and to vote at such meeting regardless of the number of shares which he holds on the day of the General Meeting of Shareholders, provided that:
• i) at midnight Central European Time, on the fourteenth (14th) day preceding the date of the General Meeting of Shareholders (the "record date"), his Twinned Shares are recorded in his name:
  • o in the shareholders' register of the Company; or
  • o in the accounts of an authorized custody account keeper or clearing institution; or
  • o by delivering them to a financial intermediary when the shareholder is owner of physical bearer Twinned Shares; and

ii) at the latest on the sixth (6th) day preceding the date of the General Meeting of Shareholders, the Company has been informed of the intention of the shareholder to take part in the Meeting:

• either directly by the shareholder, in case of a shareholder being the owner of registered Twinned Shares on the record date; or
• either by way of a certificate of the financial intermediary, the authorized custody account keeper or clearing institution, in case of a shareholder being the owner of physical bearer or dematerialised Twinned Shares on the record date.
• b) Any shareholder may take part in, and vote at, a General Meeting of Shareholders, either in person or by appointing a proxy holder, who need not be a shareholder. A shareholder may also give, in accordance with applicable legal provisions, a proxy to a person designated by the Board of Directors of the Company or by the Board of Directors of ageas N.V., provided that the proxy form allows a similar vote in both the General Meetings of Shareholders of the Company and of ageas N.V., insofar as the items on the agendas of both meetings are similar. The Company must receive the proxy at the latest on the sixth (6th) day preceding the date of the General Meeting of Shareholders.
• c) When more than one person has rights to the same Twinned Share, the exercise of the rights pertaining to such Twinned Share is suspended until one single person is designated to exercise these rights."

Article 22 : Procedure – Minutes of the Meeting

• 6.2.7 Proposal to insert a new paragraph d) in article 22:
• "d) Minutes of the General Meeting of Shareholders shall be available on the Company's website at the latest 15 days after the Meeting."
• 6.3 Section: AMENDMENT OF THE ARTICLES OF ASSOCIATION DISSOLUTION LIQUIDATION

Article 27: Amendment of the articles of association – Dissolution – Liquidation

Proposal to delete the words "and held within four weeks" in paragraph a)

7. Close

Available documents

Beside the proxy mentioned above, are also available at the company's registered office to all shareholders and to any interested third party:

• An explanatory note relating to certain items on the agenda;
• The special report of the Board of Directors, prepared in accordance with article 604 of the Belgian Companies Code;
• The annual report 2010 of Ageas;
• The complete version of the statutory annual accounts of the company.

All documents relating to the Meeting are also available on the internet: www.ageas.com/en – "Investor Relations" – "General meetings of shareholders".

Further information

Shareholders wishing to obtain information relating to the modalities of participation in the Meeting are invited to contact the company:

ageas SA/NV Corporate Administration Rue du Marquis 1 1000 Brussels Tel.: +32 (0) 2 557 57 30 Fax: +32 (0) 2 557 57 57 E-mail: general.meeting@ageas.com

Press contact: +32 (0) 2 557 57 38

Brussels, 24 March 2011

The Board of Directors.