ageas SA/NV — AGM Information 2014

Mar 28, 2014

Brussels, 29 March 2014.

As announced in the convocation of 4 March 2014, the Board of Directors of ageas SA/NV confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 3 April 2014 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 ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AGEAS SA/NV AS WELL AS THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD AFTER THE ORDINARY GENERAL MEETING ON

WEDNESDAY 30 APRIL 2014 AT 10.30 A.M.

at the National Theatre Emile Jacqmainlaan 111-115 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 16 April 2014, 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 28 April 2014, 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 WEDNESDAY 16 APRIL 2014 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 24 April 2014 (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 24 April 2014.

• 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 24 April 2014.
• 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 24 April 2014 (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 24 April 2014.

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 8 April 2014.

As the case may be, ageas SA/NV will publish an updated agenda no later than Tuesday 15 April 2014. 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 24 April 2014 and provided that the question in writing is received by the company no later than Thursday 24 April 2014.

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 'Practical Information').

AGENDA of the General Meeting 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 2013.
• 2.1.2 Discussion of the consolidated annual accounts for the financial year 2013.
• 2.1.3 Discussion and proposal to approve the statutory annual accounts of the company for the financial year 2013.
• 2.2 Dividend
• 2.2.1 Information on the dividend policy.
• 2.2.2 Proposal to adopt a gross dividend for the 2013 financial year of EUR 1.40 per ageas SA/NV share; the dividend will be payable as from 13 May 2014.
• 2.3 Discharge
• 2.3.1 Proposal to discharge the members of the Board of Directors for the financial year 2013.
• 2.3.2 Proposal to discharge the auditor for the financial year 2013.

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.

The remuneration report on the 2013 financial year can be found in the Corporate Governance Statements section of the Ageas Annual Report 2013.

4. Board of Directors – Appointment and Reappointment

Reappointment

4.1 Proposal to re-appoint, 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 2017. The National Bank of Belgium reiterated its positive advice regarding the expertise and professional integrity of Mr Roel Nieuwdorp.

The Board proposes to renew the appointment of Roel Nieuwdorp for a further three years. Roel Nieuwdorp joined the Board in April 2009 and became Chairman of the Remuneration Committee as well as a member of the Corporate Governance Committee. He has played an important role in steering Ageas into calmer waters and the Board would like to count on his expertise and experience for the next three years.

Appointment

4.2 Proposal to appoint Mrs. Davina 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 2017. The National bank of Belgium gave a positive advice regarding the expertise and professional integrity of Mrs. Davina Bruckner.

Davina Bruckner is a Belgian National born in Uccle in 1983. Davina graduated summa cum laude from the ULB Medical School in Brussels and has completed an executive program entitled "Making Corporate Boards More Effective" at the Harvard business School in Boston.

After being employed as a junior associate at Mckinsey & Company, a leading global management consulting firm in Brussels, in 2010 Davina joined the Eastbridge Group, a family office founded by her father, Yaron Bruckner, in 1990. Davina also founded and is the general partner of Medbridge Investments, a privately held life science venture capital fund that manages over USD 30 million.

Through Eastbridge, the Bruckner family directly and indirectly controls 3 million shares and is committed to remain a long-term Ageas shareholder.

Since August 2013 Davina has been Chairwoman of the Supervisory Board of the Eastbridge Group. Eastbridge currently manages over EUR 1.5 billion in assets and employs over 11,000 people.

Davina also sits on the Board of Directors of Immobel SA., Marval Pharma, Inc. and Realview Medical Imaging Ltd.

5. Amendments to the Articles of Association

Section: CAPITAL – SHARES

5.1 Article 5: Capital

Cancellation of ageas SA/NV shares

Proposal to cancel 2.489.921 own shares acquired by the company in accordance with article 620 §1 of the Companies Code. The cancellation will be imputed on the paid up capital for an amount of EUR 7.4 per share and for the balance by a decrease with EUR 24.50 per share of the issue premium account. The unavailable reserve created for the acquisition of the own shares as required by article 623 of the Companies Code will be transferred to the available reserves.

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

"The Company capital is set at one billion, seven hundred and nine million, three hundred seventy-one thousand, eight hundred twenty-five euros and eighty-three cents (EUR 1,709,371,825.83), and is fully paid up. It is represented by two hundred thirty million, nine hundred ninety-six thousand, one hundred and ninety-two (230,996,192) 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.

5.2 Article 6: Authorized capital

5.2.1 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.

5.2.2 Proposal to (i) authorize the Board of Directors to increase the company capital by a maximum amount of EUR 170,200,000 to issue shares as 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 6 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 6 of the Articles of Association accordingly, as set out in the special report by the Board of Directors.

6. Acquisition of ageas SA/NV shares

Proposal to authorize the Board of Directors of the company and the Boards of its direct subsidiaries for a period of 24 months starting immediately upon the expiration of the previous authorization given by the General Meeting [i.e. on the 23rd of September 2014], to acquire ageas SA/NV shares representing up to a maximum of 10% of the issued share capital, 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%).

7. Close

AVAILABLE DOCUMENTS

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

• The special report of the Board of Directors, prepared in accordance with article 604 of the Belgian Companies Code;
• The annual report 2013 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 – "Investors" – "General meetings of shareholders". These documents are also available at

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

Shuttles will be available for transportation from the station Brussels- South to the National Theatre from 9 AM till 10.30 AM and to return after the Meeting (until 3 PM).

The Board of Directors.

Jozef De Mey Chairman