Regulated information - Ageas announces exclusive negotiations to acquire AXA's insurance operations in Portugal

Ageas today confirms exclusive negotiations and intention to acquire AXA's share in its Portuguese insurance operations for a total consideration of EUR 190.8 million1

• AXA's Portuguese operations comprise a Non-Life business (99.7% stake), a Direct/internet Non-life business (100% stake), and a Life business (95.1% stake);
• The combined operations would propel Ageas from number 6 to number 2 in Non-Life in Portugal (based on Gross Written Premiums), with a combined market share of 14.4%2, alongside the existing leading position in Life;
• This acquisition would be an important milestone in the development of Ageas's activities in Portugal currently operated by Ocidental Group. This transaction would accelerate a shift in business mix more towards Non-Life, in line with Ageas's strategy to grow further in Non-Life, and, at the same time, it would provide access to a direct/internet sales platform.

The transaction will be subject to completing of the information and consultation of relevant AXA's works council, the signing of a definitive agreement and the approval of regulatory authorities. The transaction should be finalised in the first half of 2016

AXA Portugal is a well-recognised franchise in the Portuguese insurance market operating under the AXA brand since 1997. AXA Portugal's activities are organised around 3 entities:

• In Non-Life, AXA Portugal Seguros ranks 4th with a market share of 7.3% and Gross Written Premiums of EUR 283 million;
• Through the Direct/Seguro Directo platform, AXA Portugal also includes a direct/internet Non-Life business, ranked 2nd with 23.8% market share in the Portuguese Direct Motor market, representing EUR 22 million of Gross Written Premiums;
• AXA Portugal Seguros de Vida operates a Life activity focused on Unit linked and Life Protection and ranks 11th with a market share of 1.2% and inflows of EUR 128 million.

The company benefits from a large distribution capability with a nationwide agency network of more than 3,400 agents, well-established relationships with a wide range of affinities and distribution partners and a direct/internet business.

This transaction would strengthen Ageas's position in Portugal - one of Ageas's core markets - , especially in Non-Life and complements Ageas's activities by broadening distribution reach beyond the current focus on bancassurance.

Announcing the agreement, Bart De Smet, CEO of Ageas, said: "After acquiring full control of our Non-Life activities in Portugal in 2014, we would be further strengthening our position in one of our core markets. The proposed transaction marks another important milestone in the execution of the Ageas Group strategy towards a well balanced portfolio across Life and Non-Life. In Non-Life, both portfolios ideally complement each other: AXA is strongly present in Motor while Health dominates within Ocidental. The proposed transaction also reflects the Group's multi-channel distribution strategy, adding a wide network of tied agents, brokers and partnerships, as well as a direct platform."

Steven Braekeveldt, CEO of Ageas Continental Europe, added: "The proposed deal is a great opportunity for the continuing development of Ageas in Portugal, a market in which we operate today through the Ocidental and Médis brands and which is expected to further develop in the coming years. Both Ageas and AXA have strong reputations in this market and this would reinforce our ongoing commitment to the country and to our customers in Portugal. Through this transaction, we would also be acquiring a strong and dynamic commercial franchise and an excellent team of people. We are confident that by implementing transformational plans, we could further reinforce the company's profitability and that the new combined business would successfully contribute to Ageas's financial targets".

Ageas is an international insurance group with a heritage spanning 190 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, the UK, Luxembourg, Italy, Portugal, Turkey, China, Malaysia, India, Thailand and the Philippines and has subsidiaries in France, Portugal, Hong Kong and the UK. Ageas is the market leader in Belgium for individual life and employee benefits, as well as a leading Non-Life player through AG Insurance. In the UK, Ageas occupies the number 3 position in cars insured and has a strong presence in the over 50's market.Ageas employs more than 13,000 people in the consolidated entities and over 30,000 in the non-consolidated partnerships, and has reported annual inflows close to EUR 26 billion in 2014.