ageas SA/NV — Capital/Financing Update 2015

May 8, 2015

PRESS RELEASE

Brussels, 8 May 2015 - 7:50 (CET)

Regulated information - Ageas and BNP Paribas close agreement to purchase CASHES

On 7 May 2015, Ageas reached an agreement with BNP Paribas to allow the latter to purchase outstanding CASHES¹ under the condition that these are converted into Ageas shares, leading to a proportionate settlement of the RPN(I)² . A partial settlement will reduce the volatility in Ageas's General Account result. The agreement is still subject to regulatory approval.

The new agreement foresees that BNP Paribas can purchase CASHES at their own discretion in terms of purchase price and timing of the purchase, provided that they convert CASHES purchased in the underlying Ageas shares at the end of each month. As a consequence the related RPN(I) liability accounted at Ageas level will proportionally cease to exist.

As per 31 March 2015, 37.06% of the CASHES originally issued were still outstanding. The related RPN(I) liability amounted to EUR 431 million³ at that date.

Ageas will pay the pro rata RPN(I) value⁴ to BNP Paribas at conversion. In addition a break-up fee will be paid to Ageas⁵ .

The agreement between Ageas and BNP Paribas will expire year-end 2016.

Ageas will report on a monthly basis via its website on the progress of the operation including the following information:

• the number of CASHES converted
• the remaining RPN(I) liability
• the change in the number of dividend and voting entitled Ageas' shares
• the RPN(I) amount paid at conversion as well as the break-up fee settled
• the impact on Ageas's General Account results of each conversion and monthly re-valuation

Besides a decreasing volatility of Ageas's General Account results, the partial settlement of the RPN(I) will reduce the quarterly interest payments to BNP Paribas Fortis related to the RPN liability and the credit exposure to BNP Paribas Fortis as co-obligor of the CASHES.

• 1 CASHES (Convertible And Subordinated Hybrid Equity-linked Securities; ISIN BE0933899800) refers to 12,000 convertible securities issued by BNP Paribas Fortis SA/NV in 2007 with a floating rate (3 month EURIBOR + 200 bps). Each security can be converted into 1,044.277 Ageas shares. Ageas SA/NV in its former Fortis parent role acted as "Co-obligor" of the securities at issuance. After a tender and subsequent conversion in February 2012 4,447 CASHES remained outstanding, representing a par amount of EUR 1,111,750.
• 2 The RPN(I) is a financial instrument held by ageas SA/NV that results in quarterly interest payments being made to BNP Paribas Fortis. Each quarterly interest payment (3 month EURIBOR + 90 bps) is paid over a reference amount of a Relative Performance Note (RPN). This RPN was designed to avoid accounting volatility at BNP Paribas Fortis SA/NV with regard to the market value changes of the 4,447 CASHES and the underlying 4,643,904 Ageas shares that BNP Paribas Fortis holds on its balance sheet.
• 3 Based on a quoted price of CASHES at 74,42% and an Ageas share price of EUR 33,41
• 4 RPN(I) calculated on average price at which BNP Paribas purchases CASHES, the Ageas share price shortly before conversion and the number of CASHES converted.
• 5 Break-up fee is subject to the price at which BNP Paribas succeeds to purchase CASHES

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Ageas is an international insurance group with a heritage spanning 190 years. Ranked among the top 20 insurance companies in Europe, Ageas has chosen to concentrate its business activities in Europe and Asia, which together make up the largest share of the global insurance market. These are grouped around four segments: Belgium, United Kingdom, Continental Europe and Asia and served through a combination of wholly owned subsidiaries and partnerships with strong financial institutions and key distributors around the world. Ageas operates successful partnerships in Belgium, the UK, Luxembourg, Italy, Portugal, Turkey, China, Malaysia, India and Thailand and has subsidiaries in France, Hong Kong and the UK. Ageas is the market leader in Belgium for individual life and employee benefits, as well as a leading Non-Life player through AG Insurance. In the UK, Ageas is the sixth largest Non-Life insurer with a number 3 position in cars insured and has a strong presence in the over 50's market. Ageas employs more than 13,000 people in the consolidated entities and over 30,000 in the non-consolidated partnerships, and has annual inflows of more than EUR 25 billion.