Ageas successfully places EUR 500 million Tier 2 Notes

Today ageas SA/NV successfully placed its inaugural debt securities in the form of EUR 500 million Subordinated Fixed to Floating Rate Notes (the "Notes”) maturing in 2049 and with a first call date in 2029. The issuance generated substantial interest and was more than 7 times oversubscribed.

The Notes will be issued in denominations of EUR 100,000 with a fixed coupon rate of 3.25 % payable annually until the first call date (2 July 2029). As of the first call date, the coupon becomes payable quarterly at a 3-month Euribor floating rate increased with an initial credit spread and a 100 basis points step-up.

The Notes will qualify as Tier 2 capital for both Ageas Group and ageas SA/NV under European regulatory capital requirements for insurers (Solvency II) and are expected to be rated BBB+ by Standard & Poor’s and Fitch. Application has been made for the Notes to be listed on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange. The Notes are expected to be issued on 10 April 2019.

The net proceeds from the issuance of the Notes will be used for general corporate purposes, to optimise the capital structure and to strengthen the regulatory solvency of Ageas and its operating subsidiaries.

Ageas is a listed international insurance Group with a heritage spanning almost 200 years. It offers Retail and Business customers Life and Non-Life insurance products designed to suit their specific needs, today and tomorrow. As one of Europe's larger insurance companies, Ageas concentrates its activities in Europe and Asia, which together make up the major part of the global insurance market. It operates successful insurance businesses in Belgium, the UK, France, Portugal, Turkey, China, Malaysia, India, Thailand, Vietnam, Laos, Cambodia, Singapore, and the Philippines through a combination of wholly owned subsidiaries and long term partnerships with strong financial institutions and key distributors. Ageas ranks among the market leaders in the countries in which it operates. It represents a staff force of over 45,000 people and reported annual inflows of over EUR 34 billion in 2018 (all figures at 100%).

Disclaimer

The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The information contained herein shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. ageas SA/NV assumes no responsibility in the event there is a violation by any person of such restrictions.

This press release does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

ageas SA/NV has not authorised any offer to the public of securities in any Member State of the European Economic Area ("EEA”). The securities referred to herein are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the EEA. For these purposes, the expression "retail investor” means a person who is one (or both) of (a) a retail client as defined in point (11) of Article 4(1) of the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II”) or (b) a customer within the meaning of Directive 2002/92/EC, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

This communication may only be communicated, or caused to be communicated, to persons in the United Kingdom in circumstances where the provisions of Section 21 of the Financial Services and Markets Act 2000 do not apply to Ageas and is directed solely at persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of "investment professionals” in Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order or other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons”). This communication is directed only to relevant persons and must not be acted on or relied on by persons who are not relevant persons.

The securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any consumer (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended.

The securities referred to herein may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994, holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the securities settlement system operated by the National Bank of Belgium.

Attachment

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