ageas SA/NV — AGM Information 2016

Mar 26, 2016

Brussels, 26 March 2016.

As announced in the convocation of 1 March 2016, the Board of Directors of ageas SA/NV confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 31 March 2016 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 27 APRIL 2016 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 13 April 2016, 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 25 April 2016, 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 13 APRIL 2016 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 21 April 2016 (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 21 April 2016.

• 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 21 April 2016.
• 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 21 April 2016 (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 21 April 2016.

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 5 April 2016.

As the case may be, ageas SA/NV will publish an updated agenda no later than Tuesday 12 April 2016. 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 21 April 2016 and provided that the question in writing is received by the company no later than Thursday 21 April 2016.

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. Press release of 14 March 2016

3. Annual Report and Accounts, Dividend and Discharge of Liability

• 3.1 Annual Report and accounts
• 3.1.1 Discussion of the annual report on the financial year 2015
• 3.1.2 Discussion of the consolidated annual accounts for the financial year 2015.
• 3.1.3 Discussion and proposal to approve the statutory annual accounts of the company for the financial year 2015.
• 3.2 Dividend
• 3.2.1 Information on the dividend policy.
• 3.2.2 Proposal to adopt a gross dividend for the 2015 financial year of EUR 1.65 per ageas SA/NV share; the dividend will be payable as from 11 May 2016. The dividend will be funded for EUR 338.287.331,60 from the available reserves and EUR 4.404.605,35 from amounts reserved for dividends on financial year 2014, but not paid out due to the purchase of own shares.
• 3.3 Discharge
• 3.3.1 Proposal to grant discharge of liability to the members of the Board of Directors for the financial year 2015.
• 3.3.2 Proposal to grant discharge of liability to the auditor for the financial year 2015.

4. Corporate Governance

4.1 Discussion on Ageas' governance relating to the reference codes and the applicable provisions regarding corporate governance.

The Ageas Corporate Governance Charter can be found on the Ageas website.

4.2 Discussion and proposal to approve the remuneration report.

The remuneration report on the 2015 financial year can be found in the Corporate Governance Statement section of the Ageas Annual Report 2015.

5. Appointments and Reappointments

Board of Directors

Appointments

5.1 Proposal to appoint Mrs. Yvonne Lang Ketterer as an independent non-executive member of the Board of Directors of the company, for a period of 4 years, until the close of the Ordinary General Meeting of Shareholders in 2020. Mrs. Yvonne Lang Ketterer complies with the criteria of independence as provided for in Article 526ter of the Companies Code. The National Bank of Belgium confirmed its positive advice regarding the expertise and professional integrity of Mrs. Yvonne Lang Ketterer.

Mrs. Yvonne Lang Ketterer holds a Master of Economics Degree from the University of Zurich, Switzerland. She brings a very relevant insurance experience to the table through her work at Zurich Insurance in Switzerland. Her last position within Zurich was CEO of all Life activities in Switzerland and member of the Executive Committee for Switzerland. In this position she did hold direct responsibility for 400 employees and had oversight over around 1000 employees in the shared services functions (Distribution, Claims and Support). Before this position she gained experience both in the life, non-life, retail, corporate insurance business and across various sales channels (brokers, agencies, banks and direct).

Her experience is mostly in Switzerland, but she had also exposure to Hong Kong, Japan and Dubai where she held regulatory, compliance, control and audit responsibility through her function as CEO and Member of the Board of Directors for Zurich Life Insurance Company Ltd. for more than 5 years. As a member of the Global Life Management team she was exposed to additional other geographical markets and products.

5.2 Proposal to appoint Mr. Antonio Cano as an executive member of the Board of Directors of the company, for a period of 4 years, until the close of the Ordinary General Meeting of Shareholders in 2020.

The National Bank of Belgium confirmed its positive advice regarding the expertise and professional integrity of Mr. Antonio Cano.

Antonio Cano is an economist and holds a postgraduate degree Registered Controller. He started his career in the insurance sector in 1989 at AMEV Netherlands. In 1993 he joined Fortis Insurance International. In 1994 he moved to Caifor, the Spanish bancassurance joint-venture between Fortis and "La Caixa", where initially he was responsible for ALM and ultimately was deputy Managing Director. In 2001 he became head of Risk and Business Planning at AG Insurance and since 2006 has been Managing Director Bank channel and Life Insurance Development. In September 2009, Antonio was nominated Chief Executive Officer AG Insurance and member of the Management Committee Ageas. He held this position up until 1 October 2015 when he became Chief Operating Officer of Ageas.

Reappointments

• 5.3 Proposal to re-appoint Mrs. Jane Murphy 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 2020. Mrs. Jane Murphy complies with the criteria of independence as provided for in Article 526ter of the Companies Code. The National Bank of Belgium reiterated its positive advice regarding the expertise and professional integrity of Mrs. Jane Murphy.
• 5.4 Proposal to re-appoint Mrs. Lucrezia Reichlin 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 2020. Mrs. Lucrezia Reichlin complies with the criteria of independence as provided for in Article 526ter of the Companies Code. The National Bank of Belgium reiterated its positive advice regarding the expertise and professional integrity of Mrs. Lucrezia Reichlin.
• 5.5 Proposal to re-appoint Mr. Richard Jackson 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 2020. Mr. Richard Jackson complies with the criteria of independence as provided for in Article 526ter of the Companies Code. The National Bank of Belgium reiterated its positive advice regarding the expertise and professional integrity of Mr. Richard Jackson.

6. Amendments to the Articles of Association

Section: CAPITAL – SHARES

6.1 Article 5: Capital

Cancellation of ageas SA/NV shares

Proposal to cancel 7.207.962 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 7.40 per share and for the balance by a decrease with EUR 27.49 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, six hundred and two million, six hundred twenty-one thousand, four hundred eighty-five euros and forty cents (EUR 1,602,621,485.40), and is fully paid up. It is represented by two hundred sixteen million, five hundred seventy thousand, four hundred and seventy-one (216,570,471) 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 6: 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, for a period of three years starting on the date of the publication in 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 155,400,000 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 on this point and (ii) modify article 6 a) of the Articles of Association accordingly, as set out in the special report by the Board of Directors.

Section: GENERAL MEETINGS OF SHAREHOLDERS

6.3 Article 15: ordinary general meeting of shareholders

Proposal to change paragraph a) of article 15 as follows;

"a) The ordinary general meeting of shareholders shall be held on the third Wednesday of May of each year at the registered office, at 10.30 a.m., or at any other time, date or place in Belgium mentioned in the convocation."

7. 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 after the close of the General Meeting which will deliberate upon this item, to acquire ageas SA/NV 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 the Boards of its direct subsidiaries within the framework of this authorization cumulated with the authorization given by the General Meeting of Shareholders of 29 April 2015 will not represent more than 10% of the issued share capital.

8. 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 2015 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 – box 7 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 36

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