Ageas successfully places EUR 500 million Tier 2 Notes

Ageas successfully places EUR 500 million Tier 2 Notes

Today ageas SA/NV successfully placed debt securities in the form of EUR 500 million Subordinated Fixed to Floating Rate Notes (the "Notes”) maturing in May 2056 and with a first call date in November 2035. The issuance generated substantial interest and was more than 3 times oversubscribed (orderbook in excess of EUR 1.6 billion).

The Notes will be issued in denominations of EUR 100,000 at a re-offer price of 99.89 with a fixed coupon rate of 4.625% payable annually until the first reset date (2 May 2036). As of the first reset date, the coupon becomes payable quarterly at a 3-month Euribor floating rate over the initial credit spread (215bp) and a 100 basis points step-up.

The Notes will qualify as Tier 2 capital for both the Group and Ageas SA/NV under the Solvency II prudential regime in the EU and are rated A- by Fitch. Ageas expects Standard and Poor's will assign an A- rating. Application has been made for the Notes to be listed on the official list and admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market. The Notes are expected to be settled on 2 May 2025.

The net proceeds of the Notes are expected to be used for the financing of the acquisition of esure as well as for general corporate purposes and to optimise the capital structure of the Group.

Ageas is a listed international insurance Group with a heritage spanning of 200 years. It offers Retail and Business customers Life and Non-Life insurance products designed to suit their specific needs, today and tomorrow, and is also engaged in reinsurance activities. 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, Portugal, Türkiye, 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 about 50,000 people and reported annual inflows of EUR 18.5 billion in 2024.

Disclaimer

THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS PROHIBITED UNDER APPLICABLE LAW.

The issue, exercise or sale of securities in the offering mentioned in this press release 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, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. 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.

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, as amended (the "Financial Services and Markets Act”) do not apply to ageas SA/NV 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 Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the 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 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 European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II”) or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

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 United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA”) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act and any rules or regulations made under the Financial Services and Markets Act to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

The securities referred to herein are also not intended to be offered, sold or otherwise made available, and will not be offered, sold or otherwise made available, in Belgium to "consumers” (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 or any successor thereto.

This press release is not a prospectus nor an advertisement for the purpose of Regulation (EU) 2017/1129.

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