Brussels, 28 March 2015.
As announced in the convocation of 3 March 2015, the Board of Directors of ageas SA/NV confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of
2 April 2015 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 ONWEDNESDAY 29APRIL 2015 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 15 April 2015, 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;
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 27 April 2015, 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 15 APRIL 2015 at midnight (CET) (the Record Date). In addition shareholders must take the following deadlines into account:
Shareholders wishing to attend the Meeting in person
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 23 April 2015. 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 23 April 2015 (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 23 April 2015.
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 7 April 2015.
As the case may be, ageas SA/NV will publish an updated agenda no later than Tuesday 14 April 2015. 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 23 April 2015 and provided that the question in writing is received by the company no later than Thursday 23 April 2015.
AGENDA of the General Meeting of Shareholders 1. Opening
2. Annual Report and Accounts, Dividend and Discharge of Liability 2.1 Annual Report and Accounts
2.1.1 Discussion of the annual report on the financial year 2014.
2.1.2 Discussion of the consolidated annual accounts for the financial year 2014. 2.1.3 Discussion and proposal to approve the statutory annual accounts of the company
for the financial year 2014. 2.2 Dividend
2.2.1 Information on the dividend policy.
2.2.2 Proposal to adopt a gross dividend for the 2014 financial year of EUR 1.55 per ageas SA/NV share; the dividend will be payable as from 8 May 2015.
2.3 Discharge
2.3.1 Proposal to grant discharge of liability to the members of the Board of Directors for the financial year 2014.
2.3.2 Proposal to grant discharge of liability to the auditor for the financial year 2014. 3. Corporate Governance
3.1 Discussion on Ageas’ governance relating to the reference codes and the applicable provisions regarding corporate governance.
In 2014, new legislation was promulgated pursuant to which insurance holding
companies have to set up an executive committee composed exclusively by members of the Board. This new legislation implies a revision of both the Ageas Corporate
Governance Charter and the Articles of Association.
The Ageas Corporate Governance Charter can be found on the Ageas website. 3.2 Discussion and proposal to approve the remuneration report.
The remuneration report on the 2014 financial year can be found in the Corporate Governance Statement section of the Ageas Annual Report 2014.
4. Appointments and Reappointments Board of Directors
Appointments
In 2014, new legislation was promulgated pursuant to which insurance holding companies have set up an executive committee composed exclusively by members of the Board.
4.1 Proposal to appoint Mr. Christophe Boizard as an executive member of the Board of Directors, for a period of 4 years, until the close of the Ordinary General Meeting of Shareholders in 2019. The National Bank of Belgium confirmed its positive advice regarding the expertise and professional integrity of Mr. Christophe Boizard.
joined Ageas in 2011 as Chief Financial Officer, in charge of Performance Management, Investor Relations, Accounting & Controlling, Treasury, ALM & Capital Management. He currently also serves as a Non-Executive Director on the Boards of our entities in Hong Kong and Luxemburg.
4.2 Proposal to appoint Mr. Filip Coremans as an executive member of the Board of Directors, for a period of 4 years, until the close of the Ordinary General Meeting of Shareholders in 2019. The National Bank of Belgium confirmed its positive advice regarding the expertise and professional integrity of Mr. Filip Coremans.
Filip Coremans holds a Master of Business Administration Degree in International Business Finance, a Master’s degree in Actuarial Sciences and a Bachelor Degree in Applied Economics, all from Catholic University of Leuven, Belgium.
He has been active in the Insurance industry for over 25 years, his entire professional career. He joined ING Insurance Belgium in 1990 where he became Deputy Director overseeing the Save and Investment product lines in both Insurance and Banking.
In 1998 he was appointed as Corporate Controller at KBC Insurance Belgium and joined Ageas at the end of 2002.
At Ageas, Filip Coremans held various senior management positions in the Asian entities and has also served as Non-Executive Director on the Boards of our entities in China, India, Hong Kong and Thailand.
On 1 July 2014 Filip joined the Group Executive Committee as Chief Risk Officer, with responsibility for Compliance, Legal, Risk, Human Resources, IT and Office Support. As non-executive director he serves on the boards of AG Real Estate (Belgium), Ageas B.V.(The Netherlands), IDBI Federal Life Insurance Co Ltd (India), Mbcp Ageas Grupo Segurador SGPS S.A. (Portugal), Ocidental Vida (Portugal), Ocidental Seguros (Portugal), Médis (Portugal), Pensoesgere (Portugal), Taiping Asset Management Company Ltd (China) and Taiping Life Insurance Company Ltd (China).
Reappointments
4.3 Proposal to re-appoint Mr. Jozef De Mey 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 2019. Mr. Jozef De Mey complies with the functional, family and financial 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. Jozef De Mey.
4.4 Proposal to re-appoint Mr. Guy de Selliers de Moranville 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 2019. Mr. Guy de Selliers de Moranville complies with the functional, family and financial 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. Guy de Selliers de Moranville.
4.5 Proposal to re-appoint Mr. Lionel Perl 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 2019. Mr. Lionel Perl complies with the functional, family and financial 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. Lionel Perl.
4.6 Proposal to re-appoint Mr. Jan Zegering Hadders 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 2019. Mr. Jan Zegering Hadders complies with the functional, family and financial 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. Jan Zegering Hadders.
Auditor
4.7 Proposal, upon recommendation of the Audit Committee, to renew the term of office of the Statutory Auditor of the company KPMG Réviseurs d’Entreprises SC s.f.d.
5. Amendments to the Articles of Association Section: CAPITAL – SHARES
5.1 Article 5: Capital
Cancellation of ageas SA/NV shares
Proposal to cancel 7,217,759 own shares acquired by the company in accordance with article 620 §1 of the Companies Code. The cancellation will result in a decrease of the paid up capital for an amount of EUR 7.4 per share and, for the balance, in a decrease of EUR 21.43 rounded 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 fifty-five million, nine hundred sixty thousand, four hundred and four euros and twenty cents (EUR 1,655,960,404.20), and is fully paid up. It is represented by two hundred twenty-three million, seven hundred seventy-eight thousand, four hundred and thirty-three (223,778,433) 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 Companies Code.
5.2.2 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 162,800,000 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.
5.2.3 Proposal to replace article 6 c) with a new article 6bis worded as follows: “Article 6bis: Issue Premiums
Section: BOARD OF DIRECTORS AND MANAGEMENT 5.3 Article 10: Board of Directors
Proposal to replace this article as follows, in order to ensure compliance with the recently modified legislation concerning the supervision of insurance (holding) companies:
“Article 10: Board of Directors
a) The board of directors consists of a maximum of fourteen (14) members. The board members who are members of the executive committee are named executive board members. The other board members are named non-executive board members. The majority of the board members shall be non-executive board members.
b) The members of the board of directors are appointed by the general meeting of shareholders upon proposal of the board of directors, for a period of maximum four years, subject to renewal for maximum periods of four years each.
c) The board of directors appoints from amongst its members a chairman and a deputy chairman. It also appoints the secretary of the Company and determines his/her powers and duties. The chairman of the board of directors and the chairman of the executive committee cannot be the same person.
d) The board of directors shall set up an executive committee, an audit committee and a remuneration committee. The executive committee, the audit committee and the remuneration committee exclusively consist of members of the board. The board sets up any other committee as it deems useful, of which it determines the composition, the competences and the powers, as well as applicable modalities and conditions, without prejudice to any legal provision from which it cannot be derogated and, in particular, the competences that the law does not authorize to delegate to a corporate body other than the one to which it reserves such competences. It may, within the same limits, delegate to any person of it choice the powers it determines and of which it
determines the conditions of exercise.
e) The board of directors shall draw up internal rules describing the matters
specifically reserved for the decision of the board as well as the organization and the decision making process of the board.”
5.4 Article 11: Deliberations and Decisions
Proposal to replace this article as follows, in order to ensure compliance with the recently modified legislation concerning the supervision of insurance (holding) companies:
“Article 11: Deliberations and Decisions
a) The board of directors meets upon convocation sent by its chairman by mail, fax or email three days before the date of the meeting at the latest, except in case of urgency to be justified in the minutes of the meeting. The board must be convened by the chairman of the board at the joint request of two board members. Any meeting takes place at the registered office of the Company or at any other place, in Belgium or abroad, as indicated in the convening notice. The board may also meet by telephone or video conference.
b) Any board member can be represented at the meeting by another board member by means of a signed proxy, sent by mail, fax or email, on the understanding that no board member can hold more than two proxies.
c) In order for a board meeting to be valid, at least half of the board members must be present or represented. Decisions of the board are adopted by the majority of the present or represented members. In case of a tie vote, the chairman, present or represented, shall have the casting vote.
e) Minutes are taken at every board meeting. Such minutes sum up the discussions, specify any decisions taken and state any reservation voiced by the board members. The minutes are signed by the chairman, as well as by any director who expresses his/her will to do so.”
5.5 Article 12: Management of the Company
Proposal to replace this article as follows, in order to ensure compliance with the recently modified legislation concerning the supervision of insurance (holding) companies:
“Article 12: Management of the Company
a) The board of directors sets up an executive committee within the meaning of Article 524bis of the Companies Code. It delegates to the executive committee all its
management power and competences, with the exception of (i) the determination of the general policy of the Company and of the Ageas Group and (ii) any matters which are reserved by law to the board of directors. The board of directors supervises the executive committee as well as the exercise by the latter of its powers and
competences. It determines and organizes the conditions of such supervision and it ensures that the executive committee acts in full compliance with the general policy of the Company and of the Ageas Group, in all respects.
b) The executive committee exclusively consists of members of the board of directors. The chairman of the executive committee is appointed by the board of directors. c) Without prejudice to any legal provision from which it cannot be derogated, it is for the board of directors to determine the conditions under which the members of the executive committee are appointed and dismissed, their compensation, the duration of their mandate and any other elements of their status as the case may be, as well as the functioning conditions of the executive committee. The executive committee is in particular in charge of studying and of submitting to the board of directors, upon the CEO’s initiative, the strategic options contributing to the development of Ageas. d) Within the limits of its powers and competences as delegated to it, the executive committee sets up any other committees as it deems useful. It determines their composition, competences and powers, as well as the conditions and modalities of the exercise of such competences and powers. Within the same limits, it may delegate to any person any power and competence it determines, as well as the conditions of exercise of such power and competence. Notwithstanding any delegation, the executive committee remains responsible for the exercise of all its competences and powers as delegated to it according to section a) above.
e) Without prejudice to Article 15 (b) (4), the board of directors decides on the
discharge of liability of the members of the executive committee as such, at the time it decides on the annual report and in accordance with Article 523 of the Companies Code
f) The day-to-day management of the Company, within the meaning of article 525 of the Companies Code, is delegated to the chairman of the executive committee, who also bears the title of Chief Executive Officer (CEO).”
5.6 Article 13: Representation
Proposal to replace this article as follows, in order to ensure compliance with the recently modified legislation concerning the supervision of insurance (holding) companies:
“ Article 13: Representation
proxy holder as the case may be, provided that such proxy holder is not prohibited from delegating his/her power of representation to any third party.
b) The Company is represented by the CEO acting within the limits of the day-to-day management.
c) The Company shall also be committed by special attorneys, within the limits of their mandate.”
Section: GENERAL MEETINGS OF SHAREHOLDERS 5.7 Article 15: Ordinary general meeting of shareholders
Proposal to replace this article as follows, in order to ensure compliance with the recently modified legislation concerning the supervision of insurance (holding) companies:
“Article 15: Ordinary general meeting of shareholders
a) The ordinary general meeting of shareholders shall be held on the last Wednesday of April of each year at the registered office, at 9.30 a.m., or at any other time, date or place in Belgium mentioned in the convocation.
b) In this meeting:
1) the written report issued by the board of directors and the auditors’ report shall be discussed;
2) the annual accounts and the annual dividend shall be approved; 3) the remuneration report shall be approved;
4) the shareholders shall be invited to discharge the members of the board of directors and the auditors of liability for actions in respect of the exercise of their mandate during the previous financial year; without prejudice to article 12, (e), the discharge of liability granted to any member of the board of directors who is also a member of the executive committee extends its effects to his/her mandate as a member of the executive
committee;
5) discussions are held and/or resolutions are passed with regard to proposals of: i. the board of directors relating to all kind of matters which must be, according to a legal provision, or should be, at the discretion of the board, submitted to the shareholders,
ii. One or more shareholders representing at least 1% of the capital or owning Shares whose stock exchange value amounts to at least EUR 50 million, provided that (i) they prove ownership of such shareholding as of the date of their request and they register their Shares representing such shareholding on the record date and (ii) the additional agenda items and/or proposals of decisions proposed by such shareholders have been submitted to the Board of Directors in writing, at the latest on the twenty-second (22nd) day preceding the date of the Ordinary General Meeting of Shareholders. The revised agenda, as the case may be, shall be published in accordance with article 20 at the latest on the fifteenth (15th)) day preceding the date of the Meeting.”
6. Acquisition of ageas SA/NV shares
7. Cancellation of VVPR Strips Proposal
- to acknowledge the abolishment of the reduced withholding tax rate applicable to dividends, pursuant to the Law of 27 December 2012 containing various provisions, and the loss of substance of all VVPR strips of the company, the sole right embodied by the strips, i.e. the right to apply the reduced withholding tax rate, having lapsed pursuant to such law;
- to acknowledge that the VVPR strips of the company therefore no longer serve any purpose; and - to inasmuch as needed, cancel all VVPR strips of the company.
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 2014 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 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.
