ageas SA/NV — AGM Information 2013

Aug 30, 2013

Brussels, 30 August 2013.

As announced in the convocation of 3 August 2013, the Board of Directors of ageas SA/NV confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 4 September 2013 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 SA/NV IS PLEASED TO INVITE THE SHAREHOLDERS TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AGEAS SA/NV ON

MONDAY 16 SEPTEMBER 2013 AT 2.30 P.M.

at the Auditorium of AG Insurance Nieuwbrug / Rue du Pont-Neuf 17 1000 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 2 September 2013, in accordance with article 18 a) of the company's articles of association.

PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING (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.

Attention:

• 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 letter has not reached the shareholder in due time.
• Shareholders who have completed all practical formalities but have not received an entrance letter, at the latest on 12 September 2013, may contact ageas SA/NV (see under the heading 'Practical Information') in order to obtain a copy of this document.
• 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 the 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 MONDAY 2 SEPTEMBER 2013 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 10 September 2013 (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 10 September 2013.

• 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 10 September 2013.
• 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 10 September 2013 (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 10 September 2013.

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 HOWEVER not apply to the 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 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 Tuesday 10 September 2013 and provided that the question in writing is received by the company no later than Tuesday 10 September 2013.

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

AGENDA of the General Meeting of Shareholders

1. Opening

2. Amendments to the Articles of Association

Section: CAPITAL – SHARES

2.1 Article 5: Capital

First reduction of capital - Cancellation of ageas SA/NV shares.

Proposal to cancel 469,705 own shares acquired by the company in accordance with article 620 §1 of the Companies Code. The cancellation will be imputed on the unavailable reserve created for such acquisition as required by article 623 of the Companies Code followed by a decrease of the paid up capital for an amount of EUR 8.40 (rounded) per share and for the balance by a decrease with EUR 12,08 (rounded) per share of the issue premium account.

Article 5 of the Articles of Association will be accordingly modified and worded as follows:

"The Company capital is set at one billion, nine hundred sixty-one million, two hundred and eighty-three thousand, three hundred and fifty four Euros and twentythree cents (EUR 1,961,283,354.23), and is fully paid up. It is represented by two hundred and thirty three million, four hundred and eighty six thousand, one hundred and thirteen (233,486,113) 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.

2.2 Article 5: Capital

Second reduction of capital – Reimbursement to shareholders.

Proposal to reduce the company's share capital, at up to 1 Euro per share issued, by means of reimbursement to shareholders equal to 1 Euro net per share, amounting to 233,486,113 Euros. The purpose of the capital reduction is to reimburse a part of the capital to shareholders under the conditions set out in article 612 and 613 of the Companies Code. No shares will be cancelled within this framework.

Article 5 of the Articles of Association will be consequently amended and worded as follows:

"The Company capital is set at one billion, seven hundred and twenty seven million, seven hundred and ninety seven thousand, two hundred and forty one Euros and twenty three cents (EUR 1,727,797,241.23), and is fully paid up. It is represented by two hundred and thirty-three million, four hundred and eighty six thousand, one hundred and thirteen (233,486,113) shares, without indication of nominal value."

In the event that the first reduction of capital (2.1) is not approved by the shareholders, the proposal will read as follows:

Proposal to reduce the company's share capital, at up to 1 Euro per share issued, by means of reimbursement to shareholders equal to 1 Euro net per share, amounting to 233,955,818 Euros. The purpose of the capital reduction is to reimburse a part of the capital to shareholders under the conditions set out in article 612 and 613 of the Companies Code. No shares will be cancelled within this framework.

Article 5 of the Articles of Association will be consequently amended and worded as follows:

"The Company capital is set at one billion, seven hundred and thirty one million, two hundred and seventy three thousand, and fifty eight Euros and twenty four cents (EUR 1,731,273,058.24), and is fully paid up. It is represented by two hundred and thirty three million, nine hundred and fifty five thousand, eight hundred and eighteen (233,955,818) 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 capital reduction.

3. Board of Directors – Appointments

this article.

3.1 Proposal to appoint, subject to approval of the National Bank of Belgium, Mrs. Lucrezia Reichlin 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 2016. Mrs. Lucrezia Reichlin complies with the criteria set out in Article 526ter of the Belgian Companies Code and will qualify as an independent director within the meaning of

Mrs. Lucrezia Reichlin has Italian nationality and was born in Rome on August, 14th 1954.

She holds a Laurea in Economics, University of Modena in Italy and a Ph.D. in economics from New York University.

Mrs. Lucrezia Reichlin is Professor of Economics at the London Business School and Department Chair, Non-executive Director of UniCredit Banking Group, Research Director at the Centre for Economic Policy Research and columnist for Il Corriere Della Sera, a major Italian newspaper. She is a co-founder of Now-Casting Economics ltd. Between March 2005 and September 2008 she served as Director General of Research at the European Central Bank.

3.2 Proposal to appoint, subject to approval of the National Bank of Belgium, Mr. Richard Jackson 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 2016.

Mr. Richard Jackson complies with the criteria set out in Article 526ter of the Belgian Companies Code and will qualify as an independent director within the meaning of this article.

Mr. Richard David Jackson has British nationality. He was born in United Kingdom in 1956.

He is a Fellow of the Chartered Insurance Institute, and majored in Mathematics, Economics and Statistics at Dorking County Grammar School, UK.

Mr. Jackson joined Ping An in 2005 where he successively served as Chief Financial Business Officer Ping An Insurance (Group) Co. of China Ltd. from November 2005 to May 2010, Executive Director of Ping An Bank Co., Ltd., from June 2010 to September 2012 and as President and CEO of Ping An Bank Co., Ltd., from October 2010 to September 2012.

From 1985 to 2005, Mr. Jackson served various positions in Citibank, including Head of International Business for Citigroup Insurance International and Financial Institutions Head for Asia. From 1974 to 1985, Mr. Jackson served as Deputy Manager for Hong Kong and Regional Marketing Manager for Asia in Commercial Union Assurance Corporation.

4. Close

AVAILABLE DOCUMENTS

Beside the proxy model mentioned above, all documents relating to the Meeting are available free of charge at the company's registered office to all shareholders and to any interested third party: These documents are also available on the internet: www.ageas.com/en – "Investor Relations" – "General meetings of shareholders".

PRACTICAL 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

The Board of Directors.

Jozef De Mey Chairman