settlement on fortis events (2007-2008)

Settlement Fortis

events in 2007 & 2008

1. What is the content of all the agreements

announced on 14 March 2016

2. More details on the settlement with Deminor,

Stichting FortisEffect, SICAF & VEB

3. For more information

Agreement on settlement on Fortis events in 2007 & 2008Settlement between Ageas & Deminor, Stichting FortisEffect, SICAF & VEB

Aim to achieve a fair & reasonable outcome for as many eligible shareholders as

possible

Draw a line under lengthy & complex legal process

End uncertainty on timing & outcome of legal proceedings

Permitting Ageas to regain full strategic & financial flexibility

Legal procedure under Dutch law, WCAM stands for Wet Collectieve Afwikkeling

Massaschade – Dutch act on Collective Settlement of Mass Claims

An out of court settlement declared binding by court – Amsterdam Court of Appeal

After Court approval, agreement becomes binding to all eligible shareholders

No recognition of any wrongdoing by Ageas

Commitment by eligible shareholders to abandon any ongoing civil proceeding &

not to start any legal proceeding related to the events

Amounts attributed by the agreement will depend on specific characteristics of

acquisitions & holdings

Main compensation principles already disclosed

Full disclosure including compensation amount per share will become public at

filing of settlement

Rationale

Based on WCAM

Ageas pays

EUR 1,204 mio

compensation

Agreement on settlement on Fortis events in 2007 & 2008 I Announcement 14 March 2016 2

Agreement on settlement on Fortis events in 2007 & 2008Settlement between Ageas & its D&O insurers

In context of regular governance

During relevant period 2007-2008

3 insurance policies

2 successive Directors & Officers (D&O) liability insurance policies,

covering directors & officers for general responsibility

Public Offering Securities Insurance (POSI), covering directors & officers,

Fortis itself & its subsidiaries specifically for public rights issue in

September 2007

Insurers pay to Ageas settlement amount of EUR 290 mio

Ageas, all D&O’s involved in legal procedures and BNP Paribas Fortis (the

“Insured”) will provide full & final release under the policies

Ageas is authorized to use the settlement amount in context of global settlement

with claimants organisations

Ageas has agreed to provide them certain protection

Context

Settlement


Settlement EUR 1,204 mio Capped

Expenses EUR 45 mio Compensation to claimants organisations for

retail representation & WCAM implementation

Expected tail EUR 62 mio Extra provision for tail risk

Insurers EUR (290) mio

Cash out EUR 1,021 mio EUR 1.6 bn available – payment over period

of several years

Provision FortisEffect EUR (133) mio Provision made in 2014

P&L impact EUR 889 mio Impact on Solvency IIageas

Insurance no impact

Group 20 pp

Financial impact on Ageas’s results Cash available to deliver on promises

No impact on Insurance result

Proposed gross cash dividend 2015 of EUR 1.65 per share remains unaffected



Wet Collectieve Afwikkeling Massaschade (“WCAM”)Law on collective settlement of mass damage claims

Dutch law on collective settlement of mass claims was approved in 2005

Out of court settlement entered into between

One or more representative organisations acting for the interests of

the claimants and

One or more compensating parties agreeing to pay compensation

Is declared binding by the Amsterdam Court of Appeal

Representativeness of claimants organisations

Reasonableness of proposed settlement

Agreement will be binding for all beneficiaries defined in the agreement

Except for those opting out within an agreed period of time

Condition linked to a maximum opt-out percentage can be included

Up to now 8 collective settlements have been declared binding: a.o. Shell,

Converium

What is

WCAM?

How does it

work?

Result

Examples

Court

assesses

Settlement between Ageas & 4 claimants organisationsRepresenting a vast majority of shareholders involved in ongoing litigations

Deminor

Belgian retail

Benelux & international institutional investors

Stichting FortisEffect

mainly Belgian & Dutch retail

SICAF

International institutional investors

VEB

mainly Dutch

retail & certain partners

Represent a vast majority of current active claimants

Ageas has the intention to further speak with other claims representatives

before the filing

Widest possible buy in of all relevant organisations in order to maximize

chances of success

Organisations

acting for the

interests of

claimants

Representative

organisations

Other active

organisations


2 – 4

months

6 – 9

months

3 – 6

months

3 – 12

months

2.Filing

4.Notification &

Announcement

3.Pre-hearing 5.Hearing

6.Notification & Announcement

of Court’s binding decision

Opt-out

period

2

months

1.Settlement

14/03/2016

8. Distribution of

compensation

Announcement Distribution

WCAM: indicative timeline, dependent on procedural matters Period until first payments will take at least 18 months


at least 18 months

7. Decision on

termination right

WCAM: indicative timeline, dependent on procedural matters Period until first payments will take at least 18 months

Between parties of the settlement

All interested parties are notified, giving them opportunity to object & be heard

The Court takes its decision & all interested parties are notified

Eligible shareholders are informed about how to enter their claim

Eligible shareholders can opt out

Ageas can terminate the settlement if maximum acceptable opt-out ratio is exceeded

Steps 1-3

Step 4-5

Step 6

Step 7


2 – 4

months

6 – 9

months

3 – 6

months

3 – 12

months

2.Filing

4.Notification &

Announcement

3.Pre-hearing 5.Hearing

6.Notification & Announcement

of Court’s binding decision

Opt-out

period

2

months

1.Settlement

14/03/2016

8. Distribution of

compensation

7. Decision on

termination right

Settlement of EUR 1,204 mio – main principlesAmount per shareholder based on specific characteristics

1. 3 reference periods

2. Compensation for both buyers & holders

3. Compensation for both active & non-active claimants

4. Claims form compensation


Settlement of EUR 1,204 mio for which periodsProposed settlement – Periods involved

21 September 2007 7 November 2007 cob Communication on subprime exposure, organisation of capital increase for ABN AMRO

acquisition - period linked to AFM II fine

13 May 2008 25 June 2008 cob Communication on solvency after full integration of ABN AMRO – period linked to AFM I fine

29 September 2008 3 October 2008 cob Communication on the deal with the Benelux governments – period linked to FortisEffect case

The various litigation procedures

Main allegations

Judgments rendered so far

Open of

business

Close of

business

(cob) 28/02/07 14/10/08

21/09/07 07/11/07 13/05/08 26/06/08 29/09/08 03/10/081 2

3

4

5

6

7

8


Eligible period

3 reference

periods

Reference

periods

based on

Settlement of EUR 1,204 mio proposed to whomAmount per shareholder based on specific characteristics

All shareholders of Fortis Units at any time between 28/02/07cob & 14/10/08 cob

All eligible shareholders filing a valid claim form will receive administrative

compensation

Eligible shareholders that purchased shares during one of the reference periods &

still held these at least at the end of that period

As in similar WCAM procedures & US jurisprudence priority given to buyers

Eligible Shareholders who bought shares outside one of the reference periods &

still held these at the end of that period

Taking into account many retail long-term shareholders, Ageas also foresees

compensation for holders

Any eligible shareholder who initiated legal actions or actively adhered to a

collective action before 31/12/14

For a substantial period an active claimant endured membership, legal and/or

administrative expenses

Any eligible shareholder who joins the settlement but did not initiate legal actions or

actively adhered to a collective action before 31/12/14

Buyers

Holders

Active claimants

Non-Active

Claimants

Eligible

shareholders


WCAM: settlement is declared binding by the CourtAmsterdam Court of Appeal tests the proposal on 2 conditions

“not unreasonable”

Limitation to specific groups of potential claimants (and exclusion of others)

allowed unless “incomprehensible”

Differentiation of compensation between different subsets is allowed (“damage

scheduling”)

Full compensation of losses is not required

Support by important shareholders (institutional investors; activist groups) may

be a factor

Expert opinion may play a role

Differentiation on basis of strength of position under applicable law appears to

be allowed

Discretionary test by the Court on basis of circumstances of the matter

Elements considered:

Activities carried out in the interest of beneficiaries

Number of affiliates

Extend to which beneficiaries accept organization as representative

Compliancy with Dutch Claim Code, a form of self-regulation providing

rules of conduct

Reasonableness

of compensation

Representativeness

of parties


WCAMConsequences of the decision of the Court

Binding to all eligible shareholders = to everyone who held shares between 28

February 2007 and 14 October 2008 both cob

Explicit opt-out necessary

All eligible shareholders have to waive all further rights to compensation in any

form from any party related to events that took place during eligible period

Agreement with involved organisations to suspend proceeding immediately

Suspension of all civil proceedings in the Netherlands by law as from filing

No immediate impact on Belgian civil proceedings – most of them suspended

awaiting outcome criminal procedure

Criminal procedure in Belgium cannot be included in the settlement

No recognition of any wrongdoing by Ageas

Global settlement amount of EUR 1.2 bn is capped maximum amount that can

be distributed amongst beneficiaries

Cash needed to settle is available in General Account

Proposed 2015 gross cash dividend of EUR 1.65 per share remains unaffected

Financials

Legal

Binding

settlement



What this settlement could mean to meWhere can I find more information

www.FORsettlement.com

[email protected]

Belgium: 0800 26 83 2

The Netherlands: +31 30 25 25 359

International: +32 2 557 59 00

Tel : +32 2 413 48 36

www.deminor.com

Website

By mail

By phone

For Deminor

clients

http://www.forsettlement.com/

mailto:[email protected]

http://www.deminor.com/

17

Disclaimer

Certain of the statements contained herein are statements of

future expectations and other forward-looking statements that are

based on management's current views and assumptions and

involve known and unknown risks and uncertainties that could

cause actual results, performance or events to differ materially

from those expressed or implied in such statements. Future actual

results, performance or events may differ materially from those in

such statements due to, without limitation, (i) general economic

conditions, including in particular economic conditions in Ageas’s

core markets, (ii) performance of financial markets, (iii) the

frequency and severity of insured loss events, (iv) mortality and

morbidity levels and trends, (v) persistency levels, (vi) interest rate

levels, (vii) currency exchange rates, (viii) increasing levels of

competition, (ix) changes in laws and regulations, including

monetary convergence and the Economic and Monetary Union, (x)

changes in the policies of central banks and/or foreign

governments and (xi) general competitive factors, in each case on

a global, regional and/or national basis. In addition, the financial

information contained in this presentation, including the pro forma

information contained herein, is unaudited and is provided for

illustrative purposes only. It does not purport to be indicative of

what the actual results of operations or financial condition of

Ageas and its subsidiaries would have been had these events

occurred or transactions been consummated on or as of the dates

indicated, nor does it purport to be indicative of the results of

operations or financial condition that may be achieved in the

future.

Agreement on settlement on Fortis events in 2007 & 2008 I Announcement 14 March 2016


Investor Relations

Tel:

E-mail:

Website:

+ 32 2 557 57 34

[email protected]

www.ageas.com

Investor Relations