ageas SA/NV — AGM Information 2012

Mar 14, 2012

Brussels, 14 March 2012.

As announced in the convocation of 17 February 2012, the Board of Directors of Ageas confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 19 March 2012 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.

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 25 April 2012 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 11 April 2012, in accordance with article 21 a) 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 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 WEDNESDAY 11 APRIL 2012 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 Thursday 19 April 2012 (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 Thursday 19 April 2012.

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 Wednesday 11 April 2012 (the Record Date). The banks and other financial institutions must notify the company of their clients' instructions no later than Thursday 19 April 2012.

• 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 Thursday 19 April 2012.

• 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 Thursday 19 April 2012 (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 Thursday 19 April 2012.
• Holders of bearer (physical) shares must:
• have deposited their shares with the company, their bank or financial institution no later than Wednesday 11 April 2012 (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 Thursday 19 April 2012 that they intend to be represented at the Meeting; AND
• ensure that the proxy is in the possession of the company no later than Thursday 19 April 2012.

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 Ageas Units 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 authorised share capital or hold Ageas Units 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 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 a authorized custody account keeper or clearing institution.
• in the case of physical bearer shares: by means of a certificate issued by a financial intermediary, stating the number of bearer shares that have been deposited .

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 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 3 April 2012.

As the case may be, Ageas will publish an updated agenda no later than Tuesday 10 April 2012. 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, as well as questions in writing to the statutory auditor about his report. 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 19 April 2012 and provided that the question in writing is received by the company no later than Thursday 19 April 2012.

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, email address or fax number mentioned in this convening notice (see under the heading 'Further Information').

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 2011
• 2.1.2 Discussion of the consolidated annual accounts for the financial year 2011
• 2.1.3 Discussion and proposal to approve the statutory annual accounts of the company for the financial year 2011
• 2.1.4 Proposal to approve the result appropriation of the company for the financial year 2010

2.2 Dividend

• 2.2.1 Information on the dividend policy
• 2.2.2 Proposal to adopt a gross dividend for the 2011 financial year of EUR 0,08 per Ageas Unit; the dividend will be payable as from 31 May 2012
• 2.3 Discharge

2.3.1 Proposal to discharge the members of the Board of Directors for the financial year 2011

2.3.2 Proposal to discharge the auditor for the financial year 2011

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

4. Reappointment of the Auditor

Proposal, upon recommendation of the Audit Committee, to renew the term of office of the Statutory Auditor of the company KPMG Réviseurs d'Entreprises SC s.f.d. SCRL/KPMG Bedrijfsrevisoren BV o.v.v. CVBA (KPMG), for a period of three years for the financial years 2012, 2013 and 2014 and to set its remuneration at an annual amount of EUR 355.000. The company KPMG will be represented by Mr Olivier Macq and Mr Michel Lange.

5. Conservatory measures against former directors of the company

Proposal to decide, in accordance with Article 561 of the Belgian Companies Code, that the company takes any conservatory measures (including judicial action) against former directors of the company (then Fortis SA/NV) who were in office during 2007 and/or 2008 to avoid any time bar of potential claims of the company as a result of acts, omissions or any other improper performance of their duties and responsibilities as a director for the relevant period, as evidenced by court decisions rendered or to be rendered or otherwise, and to grant the board of directors of the company a mandate to implement this decision.

6. Amendments to the Articles of Association

Section: CAPITAL – SHARES

6.1 Article 8: Capital

Cancellation of Ageas Units

Proposal to cancel 192,168,091 own shares acquired by the company in accordance with article 620 §1 of the Companies Code by a decrease of the paid up capital for an amount of EUR 0.42 per share and for the balance by a decrease with EUR 0.88 per share of the unavailable reserve created for such acquisition as required by article 623 of the Companies Code. The balance of such reserve remaining after the share capital decrease will be allocated to the available reserves.

Article 8 of the Articles of Association will be accordingly modified and worded as follows: "The Company capital is set at one billion, twenty-one million,one hundred nine thousand, three hundred and forty-four euros and ninety-two cents (EUR 1,021,109,344.92) and is fully paid up. It is represented by two billion, four hundred and thirty-one million, two hundred and twelve thousand, seven hundred and twenty-six (2,431,212,726) Twinned Shares, without indication of nominal value."

The general meeting resolves to delegate all powers to the Company Secretary, acting individually, with the possibility of sub-delegation, in order to take all measures and carry out all actions required for the execution of the decision of cancellation.

• 6.2 Article 9 : Authorized capital
• 6.2.1 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.

6.2.2 Proposal to (i) authorize the Board of Directors to increase the company capital by a maximum amount of EUR 100,800,000 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.

7. Acquisition and Disposal of Ageas Units

Proposal

• 7.1 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%);
• 7.2 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.
• 8. 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 the 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 2011 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 37

Brussels, 14 March 2012

The Board of Directors.