ageas SA/NV — Share Issue/Capital Change 2012

Mar 29, 2012

PRESS RELEASE

Brussels / Utrecht, 29 March 2012 – 07:30

Regulated information – Ageas announces plans to complete the simplification of its legal structure and a reverse stock split

Ageas announces the final step in its plan to simplify its legal structure by proposing to its shareholders the merger of ageas N.V. and ageas SA/NV and a 10 to 1 reverse stock split. These transactions are subject to shareholders' approval at the Extraordinary Meetings of Shareholders scheduled for 28 and 29 June and will be effective as of 7 August 2012 subject to certain conditions.

Main elements of the proposal:

• The merger: all assets and liabilities of the Dutch entity ageas N.V. will be transferred to the Belgian entity ageas SA/NV and for each ageas N.V. share, an ageas SA/NV share will be issued. As a consequence, the number of ageas SA/NV shares held by each shareholder will be doubled.¹
• A reverse stock split and reverse VVPR strip split: after the merger the total number of ageas SA/NV shares and the VVPR strips will be divided by 20. If the split does not result in a rounded number of ageas SA/NV shares or VVPR strips held by a shareholder after the merger, the number of shares and VVPR strips will be rounded down and the remaining fraction will be paid in cash.

As a result of both transactions described above, a 10 to 1 reverse stock split (at the level of the unit) will apply to all shareholders. The price per share will also multiply by 10, all other things remaining equal. See examples below.

As a consequence of the merger of the two entities and the reverse stock split, it is expected that on 7 August 2012 the capital of ageas SA/NV will consist of approximately 240 million shares² and approximately 60 million VVPR strips, listed on NYSE Euronext Brussels and with no listing in Amsterdam. At that time, shareholders will hold the same percentage shareholding in Ageas as they held prior to the merger.3

Rationale for simplifying the current legal structure and for the reverse stock split

• The current bi-national structure is no longer aligned with the focus of Ageas's insurance activities in Belgium, the United Kingdom, Continental Europe and Asia.
• Only one set of regulatory and legal rules will apply, requiring also less management time.
• The accounting and legal structure will be simplified.

¹ The shares of ageas SA/NV and the ones of ageas N.V. are twinned, so that they may not be issued or transferred separately, and represented by Units (also called 'Ageas's shares'). Each Unit represents one share in the share capital of ageas SA/NV and one share in the share capital of ageas N.V.

² Based on the number of outstanding shares as per 29 March 2012.

³ Subject to the exercise by shareholders of ageas N.V. of their withdrawal right.

As a result of the reverse stock split the number of shares outstanding, approximately 240 million, will be more in line with the order of magnitude of the number of shares outstanding of peer companies. Following the reverse stock split, the Ageas share price will also be at a level that is more appropriate for a company of the size and scope of Ageas.

Commenting on the transaction, CEO Bart De Smet said: "We have stated on many occasions that it was our intention to explore ways to simplify Ageas. We have made important progress in this regard over the past two years. We have streamlined our insurance activities and restructured our business activities into four distinct regions, devolving management responsibilities to four regional CEOs. We have also reduced the volatility of the General Account. The creation of a single stock quoted entity is a logical next step in this process, leading to a welcome simplification in our corporate governance process. As we complete this transaction it is also the right time to initiate a reverse stock split which is another step in helping to make Ageas shares more attractive as a mainstream insurance company investment stock"

Conditions to the transaction

The merger (and by extension the reverse stock split) will only take place if two conditions are met:

• The number of shares for which shareholders of ageas N.V. would like to exercise their withdrawal right and ask for compensation should be lower than 0.25% of the total number of ageas N.V. shares.
• Any opposition by creditors of ageas N.V. against the merger (and by extension the reverse stock split) is waived by any such creditor or dismissed by a court decision on 3 August 2012 at the latest.

Examples

• 1. A shareholder owning 1,000 Ageas Units for an amount of EUR 1,600 (assuming a price of EUR 1.6), representing 1,000 ageas SA/NV (B) shares and 1,000 ageas N.V. (NL) shares for a total amount of EUR 1,600.
• Following the merger, he/she will hold 2,000 old ageas SA/NV shares, still for a total amount of EUR 1,600.
• Through the reverse stock split, he/she will ultimately hold 100 new ageas SA/NV shares for the same amount of EUR 1,600 (representing a share price of EUR 16)
• 1. A shareholder owning 995 Ageas Units for an amount of EUR 1,592 (assuming a price of EUR 1.6) and 995 VVPR strips.
• Through the merger, he/she will hold 1,990 old ageas SA/NV shares, still for a total amount of EUR 1,592 and he/she still holds 995 VVPR strips.
• The reverse stock split will result in a conversion into 99 new ageas SA/NV shares as 1,990 divided by 20 equals 99.5, rounded to 99 for a total amount of EUR 1,584. A payment in cash will be made for the former 5 Units (at EUR 1.6).
• The reverse split of the VVPR strips will lead to 49 (995 divided by 20 equals 49.75, rounded to 49) new ageas SA/NV VVPR strips and a payment in cash will be made for the remaining 15 VVPR strips (being 75% of the 20 VVPR strips)

Practicalities

The merger and reverse stock split are subject to the approval at the Extraordinary Meetings of Shareholders on 28 and 29 June and will be effective as of 7 August 2012 subject to the conditions outlined above.

In order to achieve these deadlines, the following timetable applies:

The Extraordinary General Meeting of Shareholders of ageas SA/NV will be held on 21 May at 10 am at the rue Marquis 1 in Brussels and the Extraordinary Meeting of Shareholders of ageas N.V. will be held at Archimedeslaan 6 in Utrecht on the same date at 4 pm. Information on presence or voting rights can be found in the agenda officially published.

Based on past experience, these Meetings are unlikely to attain the required attendance quorum – i.e. that at least 50% of the capital must be represented – and thus these Meetings will not be able to decide validly.

Shareholders of ageas SA/NV and ageas N.V. will be informed on this matter on 16 May 2012 and will then be invited to the Extraordinary Meetings of Shareholders of ageas N.V. and ageas SA/NV to be held on 28 June 2012 in Utrecht and on 29 June 2012 in Brussels. These Meetings will then be able to validly deliberate and decide on all the items on the agenda regardless of the capital represented. If the transaction is approved by the shareholders during these Meetings, the single ageas SA/NV share would start trading on NYSE Euronext Brussels on 7 August 2012.

With respect to the Meetings and the consequences of the transaction for the individual shareholders, the prospectus and all other relevant documents will be published today on the Ageas's website, www.ageas.com.

In attachment of this press release, you will find a visual presentation of the transaction and the result of the transaction.

Any questions relating to these Meetings should be sent to ir@ageas.com.

Ageas is an international insurance company with a heritage spanning more than 180 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, UK, Luxembourg, Italy, Portugal, Turkey, China, Malaysia, India and Thailand and has subsidiaries in France, Hong Kong and UK. It is the market leader in Belgium for individual life and employee benefits, as well as a leading non-life player, through AG Insurance, and in the UK, it has a strong presence as the third largest player in private car insurance and the over 50's market. It employs more than 13,000 people and has annual inflows of more than EUR 17 billion.

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Ageas

Rue du Marquis 1 - 1000 Brussels - Belgium Archimedeslaan 6 - 3584 BA Utrecht - The Netherlands www.ageas.com