ageas SA/NV

Proxy Solicitation & Information Statement • Mar 20, 2025

Extraordinary General Meeting of Shareholders of ageas SA/NV to be held in Brussels on 23 April 2025

PROXY MODEL

If you wish to be represented at this Meeting, you should return this form to the address stated at the end of this document.

NB: In the case of shareholders whose shares are registered with a bank or other financial institution it is imperative that Ageas is provided with proof through their bank or financial institution certifying that on the record date the shareholder was the holder of the number of shares in respect of which such shareholder wishes to exercise his voting rights.

The undersigned
Name/Organization:
First name:
Address/Registered office:

Holder of …………………………..Ageas shares registered with the following financial institution

…………………………………………………………………………………………………….…

I note that I will be represented at the General Meeting of Shareholders for the total number of shares for which I wish to exercise my voting rights. My voting rights will however be limited to the total number of shares held by me on the record date, being 9 April 2025 at midnight (CET).

DECLARES that he/she/it has been informed that:

the Extraordinary General Meeting of Shareholders of ageas SA/NV will be held on Wednesday 23 April 2025 at 10.30 a.m., at the offices of ageas SA/NV, Avenue du Boulevard / Bolwerklaan 21 (14th floor) at 1210 Brussels.

WISHES to be represented¹ :

at this meeting and, to this end, grants proxy, with right of substitution, to vote on his/her behalf on all points of the agenda, to:

Name, first name (1):
Address :

¹ This proxy form is provided to you pursuant to article 8 of the Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments admitted for trading on a regulated market and does not constitute a public proxy solicitation under article 7:145 of the Companies and Associations Code.

ATTENTION

(1) Rules applicable to potential conflict of interests

A potential conflict of interests arises in case:

• You appoint as a proxy holder : (i) ageas SA/NV or one of its subsidiaries; (ii) a member of the board of directors or of the corporate bodies of ageas SA/NV or one of its subsidiaries; (iii) an employee or a (statutory) auditor of ageas SA/NV or one of its subsidiaries; (iv) a person who has a parental tie with a natural person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person;
• Proxy forms are returned without indicating to whom they are addressed, in which case, ageas SA/NV will appoint, as proxy holder, a member of the board of directors of ageas SA/NV or one of its employees.

In case of potential conflict of interests, the following rules will apply:

• 1. "the principal must disclose the relevant facts to allow the shareholder to weigh the risks that the principal might have diverging interests" (Article 7:143, §4, 2° of the Companies and Associations Code). For example, a director will have the tendency, absent any explicit voting instructions from the shareholder, to systematically vote in favour of the resolutions proposed by the board of directors. This will be same for an employee who is, by definition, subordinated to the company.
• 1. "the principal may only cast a vote for and on behalf of the shareholder if he obtains specific voting instructions for each item on the agenda" (Article 7:143, §4, 2° of the Companies and Associations Code). The company therefore urges you to express a specific voting instruction by ticking one box for each item on the agenda.

(2) Rules applicable to the voting modalities

In case of a conflict of interests

If you fail to tick the box for an item on the agenda, you will be deemed to have granted to the proxy holder in a situation of conflict of interests the specific instructions to vote in favour of such item. If, for whatever reason, there is insufficient clarity with regard to the instructions given, the proxy holder will always abstain in relation to the resolution(s) concerned.

In absence of a conflict of interests

In the absence of a conflict of interests, if no specific voting instruction for an item on the agenda has been given in this form, or if, for whatever reason, there is insufficient clarity with regard to the instructions given, the proxy holder will vote pursuant to the instructions otherwise received from the principal and, failing that, in the best interest of the principal.

A. VOTING INSTRUCTIONS RELATING TO THE EXISTING ITEMS ON THE AGENDA

The proxy holder will vote or abstain on behalf of the undersigned in accordance with the voting instructions given below. If no voting instructions are given in respect of any of the below proposed resolutions or if, for whatever reason, there is insufficient clarity with regard to the instructions given, the proxy holder will always, in relation to the resolution(s) concerned, vote IN FAVOUR OF the proposed resolution(s).

2. Amendments to the Articles of Association

Section: CAPITAL –SHARES

• 2.1 Article 6: Authorized capital
• 2.1.2 Proposal to (i) authorize, for a period of three years starting on the date of the publication in the annexes to 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 150,000,000 as mentioned in the special report by the Board of Directors (ii) therefore, cancel the unused balance of the authorized capital, as mentioned in article 6 a) of the Articles of Association, existing at the date mentioned under (i) above and (iii) modify article 6 a) of the Articles of Association accordingly, as set out in the special report by the Board of Directors. Until the adoption of this resolution by the Extraordinary General Meeting of Shareholders and the above-mentioned publication in the annexes to the Belgian State Gazette, the existing authorisation will continue to apply in full force.

For Against Abstention

In case of conflict of interests, except if you tick a box, you will be deemed to have granted to the proxy holder the specific instruction to vote in favour of the-resolution proposal.

3. Acquisition of ageas SA/NV shares

Proposal to authorize the Board of Directors of the company for a period of 24 months starting after the publication of the articles of association in the Annexes to the Belgian State Gazette, to acquire ageas SA/NV shares 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 its direct subsidiaries within the framework of this authorization will not represent more than 10% of the issued share capital.

Until the adoption of this resolution by the Extraordinary General Meeting of Shareholders and the abovementioned publication in the annexes to the Belgian State Gazette, the existing authorisation will continue to apply in full force.

For Against Abstention

In case of conflict of interests, except if you tick a box, you will be deemed to have granted to the proxy holder the specific instruction to vote in favour of the-resolution proposal.

B. VOTING INSTRUCTIONS RELATING TO ITEMS AND/OR NEW/ALTERNATIVE RESOLUTIONS PROPOSALS SUBSEQUENTLY ADDED TO THE AGENDA PURSUANT TO ARTICLE 7:130 OF THE COMPANIES AND ASSOCIATIONS CODE

Pursuant to Article 7:130, §3 of the Companies and Associations Code, the company will issue a new shareholders' proxy form comprising the new resolutions proposals and/or the new/alternative decisions that would be subsequently added to the agenda so as to allow the shareholder to give specific voting instructions thereon.

The following voting instructions will therefore only be applicable if you fail to duly send to your proxy holder new specific voting instructions after the date of this proxy form.

• 1. If, after the date of this proxy, new items are added to the agenda of the shareholders' meeting, the proxy holder will have to (please tick the box as appropriate):
• abstain from voting on the new items and resolution proposals concerned
• vote on the new items and resolution proposals concerned or abstain as he/she/it will deem fit taking into consideration the interests of the shareholder.

If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new items and resolution proposals concerned.

In case of conflict of interests, the proxy holder will always abstain from voting on the new items and resolution proposals concerned.

• 1. If, after the date of this proxy, new/alternative resolution proposals with regard to existing agenda items are filed, the proxy holder will have to (please tick the box as appropriate):
• abstain from voting on the new/alternative resolution proposals concerned and vote or abstain from voting on the existing resolution proposals in accordance with the instructions set out above (sub A.)
• vote on the new/alternative resolution proposals concerned or abstain as he/she/it will deem fit, in each case taking into consideration the interests of the shareholder.

If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new/alternative resolution proposals concerned and will be required to vote or abstain from voting on the existing resolution proposals in accordance with the instructions set out above (sub A.).

However, at the meeting, the proxy holder will be entitled to deviate from the above (sub A.) voting instructions should their implementation be detrimental to the shareholder's interests. The proxy holder shall notify the shareholder of any such deviation.

In case of conflict of interests, the proxy holder will always abstain from voting on the new/alternative resolution proposals.

Done at ................................................, on …………………………………….. 2025.

Signature(s)*

(*) Proxies given by a usufructuary and a bare owner are only valid jointly and when they are made up in the name of the same representative.

This document should arrive no later than Thursday 17 April 2025 at the company specified below. ageas SA/NV – Corporate Administration Avenue du Boulevard / Bolwerklaan 21 (14th floor) – 1210 Brussels – Belgium E-mail: general.meeting@ageas.com

We would appreciate it if you would provide us with a telephone number and an e-mail address where we can reach you if necessary:

Phone: ………………………………………………………………………………………

E-mail: ………………………………………………………………………………………….