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 & 2008
Settlement 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 & 2008
Settlement 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 organisations
Representing 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 principles
Amount 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 periods
Proposed 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 03/10/08
1 2
3
4
5
6
7
8
Eligible period
3 reference
periods
Reference
periods
based on

Settlement of EUR 1,204 mio proposed to whom
Amount 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 Court
Amsterdam 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

WCAM
Consequences 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 me
Where can I find more information
 www.FORsettlement.com
 info@FORsettlement.com
 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

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
ir@ageas.com
www.ageas.com
Investor Relations

Settlement on Fortis events (2007-2008)

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