Annual Report 2015

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(1)WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Annual Report.

(2) Brussels, 18 March 2016 Report of the Board of Directors Consolidated Financial Statements Summarised ageas SA/NV Company Financial Statements. 001 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Annual Report 2015.

(3) Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. 002.

(4) CONTENTS Introduction............................................................................................................................. 5 Report of the Board of Directors ............................................................................................. 7 1. General description and strategy of Ageas ..............................................................................................................................................7. 2. Developments and results ........................................................................................................................................................................12. 3. Corporate Governance Statement ...........................................................................................................................................................15. AGEAS consolidated financial statements 2015 ................................................................... 32 Consolidated statement of financial position .......................................................................................................................................................33 Consolidated income statement ...........................................................................................................................................................................34 Consolidated statement of comprehensive income ............................................................................................................................................35 Consolidated statement of changes in equity .....................................................................................................................................................36 Consolidated statement of cash flow ...................................................................................................................................................................37. General Notes ....................................................................................................................... 38 1. Legal structure ...........................................................................................................................................................................................39. 2. Summary of accounting policies ..............................................................................................................................................................41. 3. Acquisitions and disposals .......................................................................................................................................................................52. 4. Earnings per share ....................................................................................................................................................................................56. 5. Risk Management ......................................................................................................................................................................................57. 6. Regulatory supervision and solvency ......................................................................................................................................................97. 7. Remuneration and benefits .....................................................................................................................................................................102. 8. Related parties .........................................................................................................................................................................................120. 9. Information on operating segments .......................................................................................................................................................122. 10. Cash and cash equivalents ....................................................................................................................................................................135. 11. Financial investments ..............................................................................................................................................................................136. 12. Investment property ................................................................................................................................................................................144. 13. Loans ........................................................................................................................................................................................................146. 14. Investments in associates .......................................................................................................................................................................148. 15. Reinsurance and other receivables .......................................................................................................................................................151. 16. Accrued interest and other assets .........................................................................................................................................................152. 17. Property, plant and equipment ...............................................................................................................................................................153. 18. Goodwill and other intangible assets ....................................................................................................................................................155. 19. Shareholders’ equity ................................................................................................................................................................................160. 20. Insurance liabilities ..................................................................................................................................................................................166. 21. Debt certificates ......................................................................................................................................................................................171. 22. Subordinated liabilities ............................................................................................................................................................................172. 23. Borrowings ...............................................................................................................................................................................................174. 24. Current and deferred tax assets and liabilities .....................................................................................................................................176. 25. RPN (I) ......................................................................................................................................................................................................178. 26. Accrued interest and other liabilities .....................................................................................................................................................180. 27. Provisions .................................................................................................................................................................................................181. 28. Liabilities related to written put options NCI .........................................................................................................................................182. 29. Non-controlling interests .........................................................................................................................................................................184. 30. Derivatives ................................................................................................................................................................................................185. 31. Commitments ...........................................................................................................................................................................................187. 32. Fair value of financial assets and financial liabilities ...........................................................................................................................188. 003 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Notes to the Consolidated statement of financial position ....................................................134.

(5) Notes to the Consolidated Income Statement .....................................................................191 33. Insurance premiums ................................................................................................................................................................................192. 34. Interest, dividend and other investment income ..................................................................................................................................194. 35. Result on sales and revaluations ...........................................................................................................................................................195. 36. Investment income related to unit-linked contracts .............................................................................................................................196. 37. Share of result of associates ..................................................................................................................................................................197. 38. Fee and commission income ..................................................................................................................................................................198. 39. Other income ............................................................................................................................................................................................199. 40. Insurance claims and benefits ...............................................................................................................................................................200. 41. Financing costs ........................................................................................................................................................................................201. 42. Change in impairments ...........................................................................................................................................................................202. 43. Fee and commission expenses ..............................................................................................................................................................203. 44. Staff expenses .........................................................................................................................................................................................204. 45. Other expenses ........................................................................................................................................................................................205. 46. Income tax expenses ..............................................................................................................................................................................207. Notes to items not recorded in the consolidated statement of financial position ..................208 47. Contingent liabilities ................................................................................................................................................................................209. 48. Lease agreements ...................................................................................................................................................................................214. 49. Events after the date of the statement of financial position .................................................................................................................215. Statement of the Board of Directors ...................................................................................................................................................................216 Independent Auditor’s Report .............................................................................................................................................................................217. Summarised ageas SA/NV Company Financial Statements 2015 ........................................219 General information ..............................................................................................................................................................................................220 Statement of financial position after profit appropriation .................................................................................................................................221 Income statement .................................................................................................................................................................................................222 Additional disclosure on items in the statement of financial position and income statement and regulatory requirements .....................223. Other information .................................................................................................................232 Forward-looking statements to be treated with caution ....................................................................................................................................233 Availability of company documents for public inspection ................................................................................................................................234 Registration of shares in dematerialised form ...................................................................................................................................................235. 004 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Glossary and Abbreviations ................................................................................................................................................................................236.

(6) Introduction The Ageas Annual Report 2015 includes the Report of the Board of Directors of Ageas prepared in accordance with the legal and regulatory requirements applicable in Belgium Consolidated Financial Statements 2015, with comparative figures for 2014, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, as well as the Summarised Financial Statements of ageas SA/NV. All amounts in the tables of this Annual Report are denominated in millions of euros, unless stated otherwise.. 005 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. (pursuant to article 96 and article 119 of the Belgian Company Code) and the Ageas.


(8) Report of the Board of Directors Ageas an international insurer with a local identity. 1. General description and strategy of Ageas. Being there for our customers. Continental Europe and Asia − Ageas supports its local operations. Ageas is an international insurance company backed by 190 years. and day-to-day decision-making with local knowledge of the. of experience in the insurance market, concentrating on property,. market and the customer. As an international insurer, we also. casualty, life and pensions. Wherever Ageas operates around the. appreciate the value of knowledge sharing. That’s why Ageas. world it does so with one focus: the customer. And with one goal. maintains competence hubs at the corporate, regional and. in mind: to provide its customers with peace of mind when they. business levels, allowing Ageas to more easily share and leverage. need it most. By offering a range of Life and Non-life products −. experience.. accessible through a broad range of channels − Ageas helps customers plan for the long term while protecting them against. Leveraging local brands. unforeseen risks to their welfare.. Ageas serves its customers through a combination of owned financial institutions and key distributors. This means that,. While Ageas is active in 13 markets across Europe and Asia, we. according to the market, Ageas is known by many different names.. recognise that each of these markets is unique. Insurance is first. Importantly, these are all well-known household names, and all. and foremost a local business – and the way Ageas has chosen to. highly trusted local brands.. organise itself reflects that reality. By structuring its business into four. distinct. segments. −. Belgium,. the. United. Kingdom,. 007 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. subsidiaries, equity associates and long-term partnerships with. Insurance is a local business.

(9) Working with partners is in our DNA Ageas has proven competence in developing successful long-term partnerships. In our experience, partnerships are all about adding value and a long-term alignment of interests that starts and ends with the customer. Partners of Ageas are leaders in their local markets, and they provide Ageas with important local know-how and access to customers. In return Ageas provides expertise in insurance, product development and distribution. It’s this combination that makes Ageas different.. Our Vision We are continuing on our journey to be... . A top insurer in Europe and Asia, growing in our existing markets and exploring new. OUR STRATEGY IN ACTION. opportunities. . Experts in insurance, offering Retail and. vision 2015…the end of the beginning. Business customers personalised solutions in . . Life and Non-Life insurance.. Ageas has a clear vision of where it wants to be in the future and what it will. Evolving as an insurer by investing in relevant. take to get there. We know the role we want to play, the type of company we. skills and new capabilities that reflect our. want to be, and the impact we want to have on our stakeholders. As a. commitment to innovation and a strong. stakeholder-driven. entrepreneurial culture.. expectations of our stakeholders is really what matters. As we look back on. A Partner in insurance with a proven. Vision 2015 and forward to Ambition 2018, the strong focus on delivery is a. competence in developing strong and dynamic. consistent theme.. company,. we. believe. that. delivering. against. the. . . market.. VISION 2015 – THE RIGHT PLAN AT THE RIGHT TIME. Organised in a way that allows us to reap the. Vision 2015 provided us with an opportunity to unite as a Group on the back of. benefit of local autonomy. Adding value by. a set of five strategic choices, four financial targets and six values. The strategy. sharing Group-wide best practices.. brought with it important focus. It allowed us to look to the medium term, and. Well diversified with a balanced portfolio. helped us to prioritise our actions. It created significant financial focus across. spanning both the mature and growth markets of Europe and Asia.. the Group, and we look back on it as the right plan at the right time. Our achievements in the past three years have been crucial stepping stones in an on-going journey. Over the past three years, we have made consistent progress in line with our strategy − the most visible gain is the substantial improvement in the operating performance of our different businesses. While for various reasons we have not reached all of our targets to date, we view Vision 2015 as a success and are pleased with our progress thus far. We have delivered double-digit growth in our net profit, but more importantly sustainable growth. And our combined ratio is ahead of target.. 008 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. partnerships with leading companies in the local.

(10) Ageas's Vision 2015 financial targets. Target by end 2015. Position end 2015. Position end 2014. 60/40 < 100 % 11 % 25 %. 68/32 96.8% 7.9% 21.1%. 67/33 99.6 % 8.8 % 17.5 %. % Life / Non-life inflows Ageas's part Combined ratio Return on equity of Insurance activities % capital in emerging markets. We added new distribution channels and made important value-. the end of the beginning. As we move into the next phase in the. added acquisitions in Europe. And we entered new growth. evolution of our strategy, we are confident that the choices we. markets in Asia, underscoring our ability to work in successful. have made and the targets we set for ourselves were the right. collaboration with commercial partners.. ones.. It’s important to know where you have come from to understand. Moving forward from Vision 2015, we are continuing our journey of. where you are heading. The end of Vision 2015 was an important. growth with Ambition 2018.. 009 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. milestone in our journey − but it is not the end of the road, rather.


(12) A long-term stakeholder approach as the key to. sustainable growth Building naturally on the achievements of Vision 2015, Ambition. knowledge sharing across the Group, creating the Ageas. 2018 lays out our strategic plan for the next thee years. It focuses. Academy, Centres of Expertise and Platforms for collaboration.. on seven strategic choices and five financial targets, and reconfirms our six values, consistent with Vision 2015. As we. Consumer behaviours are also changing. Customers are more. embark on this next stage in our journey, we do so confident that. discerning, seeking greater control and demanding the highest. we are making the right choices to secure our future as an insurer.. levels of service. As a part of that evolution, they expect a greater degree of customisation and personalisation. To meet this need,. Continuity is important, and our Ambition 2018 plan builds upon. we are investing in data analytics to enable us to customise the. proven Ageas strengths and the things that differentiate us from. customer experience and get closer to our customers. We will also. others: a commitment to partnerships, a strongly embedded local. use the insight from data to engage with our customers at an. business model, and a culture that recognises and promotes the. earlier stage, shifting the emphasis more towards risk prevention.. benefits of knowledge sharing.. Partnership is part of our DNA As we set out to define Ambition 2018, we considered what we had. We will continue to focus on building strong partnerships,. learned through Vision 2015, what had changed, and what might. including new partnerships with local distributors and specialised. impact Ageas in the future. We recognise that the world is. partnerships outside our industry for the benefit of our customers.. changing and that our role as insurer is also evolving. Change is being driven by many factors including developments in. With Ambition 2018, we have chosen to stay focused on Europe. technology, the economy, regulation, and social or demographic. and Asia. We will strengthen our core markets and focus on new. trends. And in developing our strategic plan, we considered each. opportunities in high-growth markets, particularly in Asia. We will. of these factors and their potential impact.. grow further in Non-life and in core protection products in Life. We will embrace new technologies as an opportunity to improve and. Challenges facing insurers. enlarge our product offering, and we have made a commitment to. and. challenges. facing. insurers.. New. trends. invest in innovative technology-led projects.. surrounding. connected homes, wearable technology sensors and autonomous. Ambition 2018 is underway, and the next stage in our journey has. cars will impact the lives of our customers and, therefore, our role. begun. And as consumer behaviours change, we will keep. as insurer. To better understand these developments, Ageas will. exploring ways to get closer to our customers, tailoring our. invest in new skills in a number of ways, including expanding our. distribution to their demands and creating a positive customer. partnership model to embrace wider third-party collaboration with. experience across all channels.. specialists. And we will adopt a more structured approach to. 011 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Technology and digitisation are among the big game changers.

(13) 2 2.1. Developments and results Results and solvency of Ageas. EUR 37 million (vs. EUR 11 million). The net result in Turkey. Ageas’s 2015 Insurance performance evolved positively, in terms. improved compared to last year, but remained negative due to. of both inflows and net result. The net Insurance result amounted. adverse weather, low results and a reserves strengthening in. to EUR 755 million (+2%). It was marked by the excellent. Motor Third Party following new legislation. The net result in Asia. performance in Asia, steady results in Belgium and partly offset by. amounted to EUR 13 million (vs. EUR 16 million) due to a higher. the result in the UK, which was impacted by the December floods.. level of claims in Malaysia.. The net result included a positive currency impact of EUR 21 million. The strong overall Non-life result marked by a combined. The UK’s Other Insurance, which includes its Retail operations,. ratio of 96.8% compared to 99.6% last year, was more than offset. reported total fee, commission and other income of EUR 264. by the lower result for the UK Other business, the latter including. million, down 11%. The net result of Ageas Retail amounted to. a number of positive non-recurring items in 2014. As a. EUR 9 million including EUR 4 million project costs. Regional. consequence, the contribution from the Non-life & Other activities. headquarter costs amounted to EUR 14 million. The 2014 result. to the net result fell 10% to EUR 182 million.. included several positive non-recurring items. Adjusting for those, the 2015 net result remained in line with last year’s.. The net result of the General Account amounted to EUR 15 million including the positive impact of a decrease in the RPN(I) liability.. General Account The General Account net profit amounted to EUR 15 million. The. Life, Non-life and Other Insurance. RPN(I) liability decreased to EUR 402 million at the end of 2015,. The Life activities reported a 7% increase in net profit to EUR 573. with a positive impact on the result of EUR 65 million over the year.. million driven by strong financial results in Asia partly offset by. The Staff and Other operating expenses increased from EUR 52. lower results in Belgium and Continental Europe. Lower financial. million to EUR 71 million driven by higher legal and consulting. income on own funds and a higher effective tax rate in Belgium,. expenses. Ageas’s part in the net profit of RPI, accounted under. resulted in a net result for the consolidated entities below last. ‘Share of result of associates’ amounted EUR 18 million and was. year’s. In addition, last year included a deferred tax liability. mainly driven by the resolution of a number of outstanding US. release. The strong net result in the Non-consolidated entities. proceedings.. largely related to China. The Insurance Solvency I ratio amounted to 226% with Group. EUR 154 million) with comparable adverse weather impact in both. available capital EUR 5.6 billion above the minimum capital. years (EUR 64 million vs. around EUR 60 million). The main drivers. requirements.. behind this increase are the improved operating performances in Belgium and Continental Europe and to a lesser extent the scope. As of now, Ageas will be reporting its Solvency II ratio on a. changes resulting from the 2014 acquisitions in Italy and Portugal.. quarterly basis. At year-end 2015 the Insurance solvency IIageas. The net result in Belgium and the UK amounted to EUR 103 million. ratio stood at 182%. The difference compared to last year is due. (vs. EUR 56 million) and EUR 34 million (vs. EUR 71 million). to the realisation of the uncertainties as announced at the Investor. respectively. In Continental Europe the net profit increased to. Day in September 2015.. 012 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Solvency The net result Non-life increased 21% to EUR 187 million (vs..

(14) 2.2. Events after the date of the Consolidated statement of financial position. 2.3. Dividend. Ageas’s Board has decided to propose for approval by the. There have been no material events since the date of the. shareholders a gross cash dividend of EUR 1.65 per share for. Consolidated statement of financial position that would require. 2015.. adjustment to the Ageas Consolidated Financial Statements as at. 2.4. 31 December 2015.. Issued shares at the end of 2015. The number of issued Ageas shares at year-end 2015 was Global settlement related to the Fortis events of 2007 and 2008. 223,778,433. This number includes 4,643,602 shares related to. On 14 March 2016, Ageas and the claimants' organisations,. CASHES and 3,968,254 shares related to the FRESH which bear. Deminor, Stichting FortisEffect, Stichting Investor Claims Against. neither dividend nor voting rights as long as they are pledged as. Fortis (SICAF), and the Dutch shareholder Association VEB ("The. collateral for the above instruments (see also note 47 Contingent. Parties") announced a settlement proposal with respect to all civil. Liabilities).. proceedings related to the former Fortis group for the events in Share buy-back programme 2015. 2007 and 2008 ("the Events").. Ageas announced on 5 August 2015 a new share buy-back The Parties will request the Amsterdam Court of Appeal to declare. programme as of 17 August 2015 up to 5 August 2016 for an. the settlement binding for all eligible Fortis shareholders in. amount of EUR 250 million.. accordance with the Dutch Act on Collective Settlement of Mass On 31 December 2015, Ageas had bought back 2,226,350 shares. Claims (Wet Collectieve Afwikkeling Massaschade, "WCAM").. corresponding to 0.99% of the total shares outstanding and In addition, Ageas announced on 14 March 2016 that it also. totalling EUR 85.6 million and on 5 February 2016, 3,340,090. reached an agreement with the D&O Insurers, the D&O's involved. shares for a total amount of EUR 129.2 million. This corresponds. in litigation and BNP Paribas Fortis.. to 1.49% of the total shares outstanding. on. Ageas has informed the National Bank that this operation can be. 14 March 2016, with the claimants' organisations on the one hand. considered as non-strategic, according to article 36/3 §2 of the. and the D&Os and Insurers on the other hand, will be recognised. law of 22 February 1998 determining the statute of the National. in the Q1 2016 IFRS financial statements. The impact can be. Bank.. The. financial. impact. of. the. settlements. announced. summarised as follows: Ageas announced on 6 Augustus 2014 a share buy-back. on the Group net IFRS result will amount to EUR 889 million. This. programme as of 11 August 2014 up to 31 July 2015 for an amount. is the result of:. of EUR 250 million.. . a charge of EUR 1,204 million related to the WCAM settlement agreement;. Ageas completed on Friday 31 July 2015 the share buy-back. . plus EUR 45 million related to costs and expenses for. programme announced on 6 August 2014. Between 11 August. organizations' representation of retail investors' interests. 2014 and 31 July 2015, Ageas has bought back 8,176,085 shares. and/or their future role in the settlement administration. corresponding to 3.65% of the total shares outstanding and. process;. totalling EUR 250 million.. . plus an additional provision of EUR 62 million related to the tail risk, estimated at 5% of the total settlement amount;. The General Shareholders’ meeting of 29 April 2015 approved to. . minus the settlement amount of EUR 290 million to be. cancel 3,194,473 own shares that were bought back until. contributed by the Insurers and the reversal of the provision. 31 December 2014.. for litigation set up in 2014 (EUR 132.6 million). For more detailed information on the issued shares of Ageas, dividend rights and capital structure, please refer to note 19 Shareholders’ equity.. 013 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Share buy-back programme 2014 Group net IFRS result: the net impact of the proposed settlements.

(15) 2.5. Ageas Board of Directors, Remuneration Committee and Audit Committee. . share option and share purchase plans, if any, are outlined in note 7 section 7.2 Employee share option and share. On 31 December 2015, the Board of Directors of ageas SA/NV. purchase plans in the Ageas Consolidated Financial. consisted of thirteen members; the Remuneration Committee and. Statements 2015. The Board of Directors decides on the. the Audit Committee of four Board Members.. issuance of shares and options, as applicable, subject to local legal constraints;. Besides these legally required committees, ageas SA/NV has a Corporate Governance Committee and a Risk & Capital. . except for the information provided in note 19 Shareholders’ equity, note 8 Related parties and note 22 Subordinated. Committee.. liabilities in the Ageas Consolidated Financial Statements For more details about the composition of the Board of Directors. 2015, Ageas is unaware of any agreement between. and of the Committees and changes to the composition in the. shareholders that may restrict either the transfer of shares or. course of 2015, please refer to the Corporate Governance. the exercise of voting rights;. Statement (part 3).. . 2.6. Consolidated information related to the implementation of the EU Takeover Directive and the Ageas Annual Report. Board Members are elected or removed by a majority of votes cast at the General Meeting of Shareholders of ageas SA/NV. Any amendment to the Articles of Association requires the General Meeting of Shareholders to pass a resolution to that. For legal purposes, the Board of Directors hereby declares that. effect. If fewer than 50% of the shareholders are represented,. the Ageas Annual Report 2015 has been prepared in accordance. a second meeting must be convened, which will be able to. with the statutory rules implementing the EU Takeover Directive. adopt the resolution with 75% of the votes without any need. that came into force in Belgium on 1 January 2008. The Board. for a quorum;. hereby gives the following explanations concerning the respective elements to be addressed under these rules:. . the Ageas Board is entitled both to issue and to buy back shares, in accordance with authorisations granted by the. . comprehensive information on the prevailing capital structure. General Meeting of Shareholders of ageas SA/NV. The. can be found in note 19 Shareholders’ equity and note 22. current. Subordinated liabilities in the Ageas Consolidated Financial. ageas SA/NV will expire on 29 April 2017;. authorisation. with. regard. to. the. shares. of. Statements 2015;.  . ageas SA/NV is not a party to any major agreement that would. restrictions on the transfer of shares extend only to preference. either become effective, be amended and/or be terminated. shares (if issued) and the securities described in note 22. due to any change of control over the company as a result of. Subordinated liabilities in the Ageas Consolidated Financial. a public takeover bid;. Statements 2015; ageas SA/NV has not entered into any agreement with its. Ageas lists in note 1 Legal structure of the Consolidated. Board Members or employees, which would allow the. Financial Statements as well as under the heading. disbursement of special severance pay in the case of. ‘Specifications of equity and structure of the shareholder. termination of employment as a result of a public takeover. group’ in the ageas SA/NV Company Financial Statements. bid;. any major shareholdings of (third) parties that exceed the threshold laid down by law in Belgium and by the Articles of Association of ageas SA/NV;. . Ageas shareholders are under an obligation to meet certain notification requirements when their shareholding exceeds or drops below certain thresholds, as prescribed by Belgian. . no special rights are attached to issued shares other than. legislation and by the Articles of Association of ageas SA/NV.. those mentioned in note 19 Shareholders’ equity and note 22. Shareholders must notify the Company as well as the FSMA. Subordinated liabilities in the Ageas Consolidated Financial. when their shareholding exceeds or drops below 3% or 5%. Statements 2015;. of the voting rights or any multiple of 5%. Ageas publishes such information on its website.. 014 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46.  .

(16) 3. Corporate Governance Statement. As in previous years, Ageas continued to focus on its future as an international insurance group, attaching great importance to effective governance and transparent disclosure to the public and other stakeholders.. 3.1. Ageas’s legal structure and shares. 3.1.1. Structure. Ageas was created in 1990. The overall legal structure has been amended regularly in the intervening years and the name was last changed into ageas SA/NV on 28 April 2010. Ageas currently comprises insurance activities in:.    . Belgium through a 75% stake in AG Insurance SA/NV; the UK; Continental Europe; Asia.. Beside the insurance activities, Ageas has financial assets and liabilities linked to various financing instruments and internal reinsurance activities within the General Account. The legal structure of Ageas is as follows.. Dutch Permanent Establishment. ageas SA/NV. 100%. Ageas UK Ltd.. 44.7% Royal Park Investments SA/NV. 50%. 50%. Ageas Hybrid Financing SA. Various legal entities part of Continental Europe. Various legal entities part of Ageas Asia. 75% AG Insurance SA/NV. 100%. 100%. 100%. 100%. Ageas Finlux SA. Ageas Finance N.V.. Ageas B.V.. Intreas N.V.. 015 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. 100% Ageas Insurance International N.V..

(17) 3.1.2. Shares. securities are to be gradually abolished and converted into nominative or dematerialised securities.. 3.1.2.1 Shares issued and treasury shares The Extraordinary General Meeting of Shareholders approved on. The average selling price was EUR 38.97. The net proceeds of the. 29 April 2015 the cancellation of 7,217,759 shares (3,194,473. sale were transferred to the Caisse des Dépôts et Consignations. shares related to the share buy-back programme of 2014 and. in accordance with the legal stipulations.. 4,023,286 shares related to the share buy-back programme of 2013). The Articles of Association were amended accordingly.. Since 1 January 2016 the owners of the bearer securities can claim the restitution of the proceeds of the sale from the Caisse des. As from 29 April 2015, the total number of issued shares is. Dépôts et Consignations providing they can prove their status as. 223,778,433. Neither different share classes nor any preferential. holder.. shares have been issued. Additional information on Ageas’s. 3.2. shares is set out in note 19 Shareholders’ equity.. Board of Directors. The Board of Directors operates within the framework defined by Ageas has an outstanding subordinated liability (FRESH). Belgian legislation, normal governance practice in Belgium and. exchangeable for Ageas shares. Additional information on. the Articles of Association. The roles and responsibilities of the. Ageas’s subordinated liabilities is set out in note 22 Subordinated. Board of Directors and its composition, structure and organisation. liabilities.. are described in detail in the Ageas Corporate Governance Charter.. In the context of the share buy-back programme announced on 6 August 2014 and completed on 31 July 2015, Ageas has bought. 3.2.1. back 8,176,085 shares corresponding to 3.65% of the total shares. The Board of Directors currently consists of thirteen members,. Composition. outstanding and totalling EUR 250 million.. namely: Jozef De Mey (Chairman), Guy de Selliers de Moranville. On 5 August 2015, Ageas announced the decision to initiate a new. (Vice-Chairman), Lionel Perl, Jan Zegering Hadders, Roel. share buy-back programme of its outstanding common stock for. Nieuwdorp, Steve Broughton, Jane Murphy, Richard Jackson,. an amount of EUR 250 million. The share buy-back programme. Lucrezia Reichlin, Davina Bruckner, Bart De Smet (CEO), Filip. started on 17 August 2015 and will run until 5 August 2016. On. Coremans (CRO) and Christophe Boizard (CFO).. 31 December 2015, Ageas held 2,226,350 own shares bought Four directors were re-elected in 2015: Jozef De Mey (Chairman),. back in the context of this share buy-back programme.. Guy de Selliers de Moranville (Vice-Chairman), Lionel Perl and Jan Together with other treasury shares held by Ageas, the total. Zegering Hadders.. number of shares owned on 31 December 2015 equated to 5%. In 2015, Ageas set up an Executive Committee exclusively the. composed of members who are also members of the Board of. Shareholders’ Meeting of 27 April 2016 the cancellation of a total. Directors. In this respect the General Meeting of April 2015. of 7,207,962 shares.. approved the nomination of two new executive Board Members,. Ageas’s. Board. will. propose. to. its. shareholders. at. members of the Executive Committee.. On 11 August 2015 Ageas sold 54,875 physical bearer securities, the holders of which were unknown at 6 July 2015, on Euronext. The majority of the Board is composed of non-executive directors. Brussels via financial intermediary BNP Paribas Fortis.. who are independent in accordance with the Board independence. The sale, which was announced on 3 June 2015, falls within the. requirements as described in Appendix 3 to the Ageas Corporate. framework of the law of 14 December 2005 stipulating that bearer. Governance Charter.. 016 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Filip Coremans (CRO) and Christophe Boizard (CFO), both. 3.1.2.2 Dematerialisation process of physical bearer securities.

(18) Three out of thirteen Ageas Board Members are female. Ageas. The members of the Executive Committee reported on the. continues to support the trend towards a higher participation rate. progress of the results and the general performance of the. of women at board level. The Board of Directors will take the. different businesses at the Board Meetings.. requirements of the law into account when new Board Members are proposed for election or existing Board Members are. In addition, the Board conducted a self-assessment with the. proposed for re-election, without compromising the standards of. support of an external consultant.. expertise and skills that Ageas sets for Board Members. In this respect, the Board of Directors will propose the nomination of a. 3.2.3. female candidate at the General Meeting of Shareholders on. In 2015, there were no changes in the terms of reference of the. 27 April 2016.. Advisory Board Committees.. 3.2.2. The terms of reference, the role and responsibilities of each. Meetings. Advisory Board Committees. The Board of Directors met on ten occasions in 2015. Attendance. Advisory Board Committee are described in the Ageas Corporate. details can be found in section 3.6 Board of Directors.. Governance Charter.. In 2015, the Board Meetings dealt with the following matters,. In line with the Ageas Governance Charter, each Advisory Board. among others:. Committee is composed of non-executive directors and has a.  . preparations for the General Meetings of Shareholders;. minimum of three and a maximum of five members.. business;. Attendance details of the Board Committees can be found in.  . ongoing development of each of the Ageas businesses;. section 3.6 Board of Directors.. statements;. 3.2.4.     . the 2014 Annual Report;. The composition of the CGC remained unchanged in 2015 and. the 2014 Embedded Value report;. comprised the following members: Jozef De Mey (Chairman), Guy. press releases;. de Selliers de Moranville, Roel Nieuwdorp and Jan Zegering. the 2016 budget;. Hadders. The CEO and the CRO attended the meetings, except. the solvency of the company, including the approval of new. during discussion of issues relating to their own situation.. the strategy pursued by Ageas as a whole and by each. consolidated quarterly, semi-annual and annual financial The Corporate Governance Committee (CGC). Solvency II policies; the asset management and the investment policy of the. In 2015, the CGC met on five occasions including three joint. company;. meetings with the Remuneration Committee.. . Ageas’s risk policy framework, including a new Risk Appetite framework;. The following matters were dealt with:.   . investor relations and corporate communications;.   . Corporate Governance Charter;. . performance of the CEO and the other members of the. . disclosures regarding governance and the activities of the. . legal matters related to the contingent liabilities.. reports of Board Committees following each of their meetings; succession planning of the Board of Directors and of the Executive Management;. succession planning of the Executive Management; targets of the CEO and the other members of the Executive Management;. . implementation of the Corporate Governance Charter by. . governance and performance of the Executive Committee. . Remuneration Policy in general and the remuneration of the.  . follow-up of legal proceedings and legacy issues;. The Chairman of the CGC reported on these topics to the Board of. various acquisition files.. Directors after each meeting and submitted the Committee’s. Ageas in general and by the Board Committees in particular;. Executive Management;. and Management Committee;. CGC in the Ageas Consolidated Financial Statements;. CEO and Executive Committee members in particular;. recommendations to the Board for final decision-making.. 017 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. .

(19) 3.2.5. The Audit Committee. The composition of the Audit Committee changed in 2015: Davina. During the joint meetings with the Risk & Capital Committee, the. Bruckner replaced Lionel Perl who joined the Remuneration. members discussed the new reporting requirements under. Committee. On 31 December 2015, the Audit Committee. Solvency II, the INCA (Internal Control Adequacy) and assessed. comprised the following members: Jan Zegering Hadders. the Risk management functioning.. (Chairman), Jane Murphy, Richard Jackson and Davina Bruckner. Sufficient collective experience and skills with regard to audit and. 3.2.6. accounting are available among the members of the Audit. The composition of the Remuneration Committee in 2015. Committee based upon their past and current positions. The Audit. comprised the following members: Roel Nieuwdorp (Chairman),. Committee is supported by Ageas Audit, Compliance, Finance. Jane Murphy and Steve Broughton. As of September 2015 Lionel. functions and by the external auditor.. Perl also joined the Remuneration Committee.. The committee met on seven occasions in 2015 including two joint. The Remuneration Committee is assisted by Towers Watson, an. meetings with the Risk & Capital Committee. The meetings were. external professional services company that provides market-. attended by the members of the Executive Committee, the internal. related information and advice on commonly applied reward. auditor and the external auditors. The following matters were. elements, best practice and expected developments. Towers. considered:. Watson does not provide material compensation or benefits-. . monitoring the integrity of quarterly, half-yearly and annual. related services to the Executive Committee of Ageas, or to any. consolidated financial statements, including disclosures,. other part of the Ageas organisation.. The Remuneration Committee (RC). consistent application of or changes to the valuation and. . accounting principles, consolidation scope, quality of the. The CEO, the CRO and the Group Human Resources Director. closing process and significant issues brought to the floor by. attended the meetings, apart from discussions relating to. the CFO or the external auditors;. themselves where they had to leave the room to avoid conflicts of. reviewing the embedded value calculation process and. interests.. validating the 2014 report;. . . monitoring the findings and the recommendations of the. The committee met on six occasions including three joint meetings. internal and external auditors on the quality of internal and. with the Corporate Governance Committee in the year under. accounting processes;. review. Attendance details can be found in section 3.6 Board of. reviewing the compliance and internal and external audit. Directors.. plans and reporting; reviewing the design and operating effectiveness of the internal. control. system in. general, and of. the. risk. management system in particular;.  . The matters discussed by the Remuneration Committee in 2015 included:. . assessing the overall performance of the external auditor;. methodology. against that of peers;. . disclosure regarding remuneration and activities of the. Policy in line with regulation and current market practices; Remuneration. deliberations to the Board of Directors after each meeting and. Financial Statements;. written report of the RCC meeting which is commented on during this meeting.. 018 Ageas - Annual Report 2015. market. corporate governance and updating of the Remuneration. the Audit Committee reported on the outcome of the committee’s. Board for decision-making. The Audit Committee receives a. competitive.  The Chairman of the Audit Committee had quarterly one on one. presented the recommendations of the Audit Committee to the. and. positioning of the remuneration of the Executive Management. reviewing the Liability Adequacy Report.. meetings with the internal and external auditors. The Chairman of. benchmarking. . Committee. the share plan management.. in. the. Ageas. Consolidated. issued in favour of Ageas’s senior. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. .

(20) The joint Remuneration and Corporate Governance Committee. 3.3. discussed and advised on the following matters:. Ageas’s executive management is composed of the members of.   . business. and. individual. targets. of. the. Executive. Executive management. the Executive Committee referred to in the Articles of Association. Management;. and the members of the Management Committee referred to in the. the results of the short-term incentive (STI) of the Executive. Corporate Governance Charter. The role of the Executive. Management;. Committee is to manage Ageas in line with the values, strategies,. the results of the long-term incentive (LTI) of the Executive. policies, plans and budgets endorsed by the Board.. Management;. . the review of the key performance indicators of the Executive. Executive Committee. Management.. Following new legislation, the Board of Directors has set up an Executive Committee within the meaning of Article 524bis of the. The Chairman of the Remuneration Committee reported on the. Company. aforementioned matters to the Board of Directors after each. competences have been delegated, with the exception of (i) the. meeting and advised the Board on decision-making when. determination of the general policy of the Company and of the. required. Further information on the Remuneration Committee can. Ageas Group and (ii) any matters which are reserved by law to the. be found in the Report of the Remuneration Committee (see. Board of Directors.. Code. to. which. all. management. powers. and. section 3.7 of this chapter). The Executive Committee exclusively consists of members of the 3.2.7. The Risk & Capital Committee (RCC). Board of Directors. The CEO is Chairman of the Executive. The composition of the Risk & Capital Committee remained. Committee,. unchanged in 2015 and comprised the following members: Guy. predetermined timetable. Further meetings are held whenever. de Selliers de Moranville (Chairman), Lionel Perl, Steve Broughton. necessary.. which. meets. once. a. week. according. to. a. and Lucrezia Reichlin. At the end of 2015, the Executive Committee of Ageas was The RCC met on eight occasions including two joint meetings with. composed of Bart De Smet (Chief Executive Officer), Christophe. the Audit Committee. The meetings were attended by the. Boizard (Chief Financial Officer) and Filip Coremans (Chief Risk. members of the Executive Committee and the Group Risk Officer.. Officer).. . Bart De Smet, CEO, is responsible for the Business, Strategy. . Christophe Boizard, CFO, is responsible for Finance,. and Business Development, Audit and Communications;. The matters discussed in the RCC in 2015 included:. . monitoring of risk management, based on reports by. . monitoring on a quarterly basis the performance of the asset. management; management by segment and by asset class;. . Management;. . Filip Coremans, CRO, is responsible for Risk, Compliance,. reviewing the risk policies prepared by management,. Legal and support functions (Human Resources, IT and. including the new Risk Appetite Framework;. Facility).. monitoring of the capital allocation and the solvency of the Ageas Group.. At the end of 2015, the Management Committee was composed of:. The Chairman of the RCC reported on the aforementioned matters to the Board of Directors after each meeting and advised the Board on decision-making when required..   . the three members of the Executive Committee; Antonio Cano, COO (Chief Operating Officer); the heads of the four business segments: Steven Braekeveldt, CEO Continental Europe; Hans De Cuyper, CEO AG Insurance (Belgium); Andy Watson, CEO United Kingdom,. During the joint meetings of the Risk & Capital Committee and the. and Gary Crist, CEO Asia;. Audit Committee, the members discussed the new reporting requirements under Solvency II, INCA (Internal Control Adequacy). . Emmanuel Van Grimbergen, Group Risk Officer.. and assessed the Risk Management functioning.. 019 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. . Investments, Investor Relations and Corporate Performance.

(21) 3.4. Internal risk management and control systems. After the budgets are submitted, Group Finance executes a. The Board is responsible for approving appropriate systems for. validation check on them. The outcome of the validation check,. internal risk management and control and reviewing their. including any issue that comes to light, is discussed with local. implementation. The Ageas internal risk management and control. Finance team.. systems are designed to provide the Board and management with a reasonable level of assurance that:. Once the validation checks have taken place, ‘challenging. . they are made aware, in a timely manner, of the extent to. sessions' between Executive Committee and local management. which the entity is moving toward achievement of the. are organised to discuss the key topics of each segment.. company’s strategic, financial and operational objectives.   . . while implementing the Ageas strategy;. Once the budget process is finalised by CPM, the budget per. the operations are conducted efficiently and effectively;. segment (Belgium, UK, Asia, Continental Europe and the General. the financial and non-financial reporting is reliable;. Account) and the consolidated budget, including a written. the company acts in compliance with laws and regulations. explanation of the assumptions used, is sent to the Management. and with internal policies with respect to the conduct of. Committee for advice. After the Executive Committee has, based. business;. on the advice of the Management Committee, approved the. the assets are safeguarded and liabilities are identified and. budget, the budget is sent to the Board of Ageas for final approval.. managed;. . the entities remain within their risk limits.. 3.4.3. Closings for actual figures. Ageas reports its actual figures in accordance with International 3.4.1. Financial reporting cycle. Financial Reporting Standards (IFRS). Internal reporting takes. Ageas has designed its financial reporting process to include the. place monthly, external reporting quarterly and at year-end. In the. following measures of internal control:. case of a closing period, the consolidation is updated by.    . the budget control cycle;. Group Finance (consolidation department). Beside the local. clear instructions and planning of the reporting process;. entities, Group Finance also contacts non-financial departments. clear processes and accounting policies and manuals;. (Risk, Legal, Tax, Accounting Policies, Company Secretary,. validation process for reported budget and actual figures per. Pension Office and Human Resources) to inform them of the type. operating company;. of information or input that is expected from them (and at what.  . sign-off of the figures by local management; Management Committee, the Audit Committee and the Board;. After the delivery of the figures, validation meetings take place. . quarterly review and annual audit of the figures by the. between Group Finance, CFO, CPM and local management in. external auditor.. which local management presents the results seen from a. review. of. figures. by. the. Executive. Committee,. time) for the closing of the accounts. the. business perspective as well as the expectations for the full year. 3.4.2. Budget process. Each CFO of a reporting entity has to provide the Group CFO with. The budget is the basis of the financial reporting cycle. The budget. a written statement confirming that the reported figures are. process is coordinated by Corporate Performance Management. correct.. setting. The instruction is approved by the Executive Committee. Group Finance is responsible for the preparation of the interim and. upon the proposal of the Group CFO. After this approval the. annual financial statements and the internal management report. budget instruction is send to the local CEOs.. on the figures. Group Finance includes the information received from the non-financial departments in the documents and verifies. The budget is prepared on a three-year rolling basis. During the. that all notes to the statements contain the correct figures. It also. preparation of the budgets, CPM, Strategy, the CFO and the. makes crosschecks to ensure that the figures for any item. management of the local entities meet for preliminary discussions. mentioned in different notes are always the same. Besides this,. on the future strategy and economic circumstances to be taken. Group Finance analyses and explains the movements of the. into account when drawing up the specific budget.. figures in the statements. These explanations are included in an issue log.. 020 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. (CPM) and starts in June with a budget instruction and target.

(22) The interim and annual reports are reviewed and audited by the. making, control processes being deliberately circumvented by. external auditors. Issues are discussed with the auditors. Once the. employees and others, management overriding controls, and the. closing process is finalised by Group Finance, the consolidated. occurrence of unforeseeable circumstances. The internal risk. reports are sent to the Management Committee. The Management. management and control systems are intended to provide. Committee discusses the reports and gives its advice to the. reasonable, but not absolute, assurance that the company will not. Executive Committee, which gives its approval. Once the. be hindered in achieving its business objectives, or in the orderly. statements are finalised, the auditors give Ageas written approval. and legitimate conduct of its business, by circumstances which. to include their opinion in the documents.. may reasonably be foreseen, and that the financial statements are free of material misstatement.. Once this approval is received, all statements to be published as well as the Board presentation and closing memorandum are sent. The Board has evaluated the risk profile of Ageas as well as the. to the Board of Ageas for approval. In addition, the external auditor. design and operating effectiveness of the Ageas internal risk. prepares a presentation for the Board and the letter to the Board.. management and control systems. It has also considered the. The letter includes elements that the auditor feels he has to report. effectiveness of remedial actions taken.. to the Board in its capacity as external auditor. All information is first reviewed by and discussed with the Audit Committee (as part. Please refer to note 5 Risk Management, note 25 RPN(I), note 47. of the Board). The Audit Committee then reports on this at the. Contingent liabilities and note 49 Events after the date of the. Board Meeting.. statement. of. financial. position. for. further information. on. respectively (i) the principal risks applicable to Ageas, (ii) RPN(I) On the day of publication, the interim or annual reports and the. and (iii) the contingent liabilities.. press release are sent by Group Finance to the regulatory authorities (FSMA and NBB) in accordance with the regulatory. The Board considers that to the best of its knowledge, the internal. disclosure requirements.. risk management and control systems relating to financial. In addition to the financial report, Ageas prepares each quarter a. provide reasonable assurance that the Ageas Consolidated. Key Risk report, a Risk & Solvency report, and on a yearly basis. Financial Statements do not contain any errors of material. an Own Risk and Solvency Assessment (ORSA) and an Internal. importance.. reporting risks worked properly in the year under review and. follow the same key principles regarding internal measures as the. This statement cannot be construed as a statement in accordance. financial reports. The reports are subject to the review and. with the requirements of Section 404 of the US Sarbanes-Oxley. approval of the Audit & Risk Committee and the Board.. Act, which is not applicable to Ageas.. 3.4.4. The Board will continue to maintain its commitment to further. Assurance. Even a sound system of internal risk management and control. strengthen the Ageas internal risk management and control. cannot eliminate in full the possibility of poor judgment in decision-. systems.. 021 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. Control Assessment. The preparation and validation of the reports.

(23) 3.5. 3.5.1. Corporate Governance references and Corporate Social Responsibility. the specific characteristics of Ageas and the values embodied in. Corporate Governance references. The principles of Responsible Entrepreneurship are alive and well. the Group’s strategy.. The Belgian Corporate Governance Code published on 12 March. taken up within Ageas, and this is evident in a broad range of. 2009 (the 2009 Code) applies to Ageas and is available on. activities across the different regions. These initiatives are about. Ageas’s website:. doing the right thing and contributing to the communities in which. https://www.ageas.com/en/about-us/corporate-governance.. Ageas operates. It is a natural fit for an insurer. After all, helping people is the essence of insurance, and as such, it is very much. The Code is based on the ‘comply or explain’ concept, which. in our genes. As a Group with a strong ethos of local. means that if a company chooses to deviate from any of the Code’s. empowerment, most of these initiatives result from the deep. principles, it must explain its reasons for doing so in the Corporate. involvement of our local operating companies in the wider. Governance Statement. There are no aspects of corporate. community. It is about being part of the fabric of the local. governance at Ageas that require additional explanation in the. community.. light of the 2009 Code. Recognising that there was an opportunity to leverage best In 2014, new legislation was promulgated in Belgium in. practice to create more of a Group-wide response to Responsible. accordance with which insurance holding companies have to set. Entrepreneurship, Ageas embarked on a project designed to. up an Executive Committee composed exclusively of members of. collate best practices and gain a better understanding of what. the Board. This new legislation meant a revision of both the Ageas. stakeholders expect of Ageas in this area. Our belief is that. Corporate Governance Charter and the Articles of Association.. Responsible Entrepreneurship is not an adjunct to strategy but an. Ageas has complied with this new legislation as from the General. integral part of who we are. It is an additional strategic lever to. Shareholders’ Meeting of April 2015.. create value rather than just mitigating risk. And taking into account the specificities of the insurance sector and Ageas’s. No other changes are required to further align the Governance. profile, the Group decided upon five key areas of focus and. Charter with applicable rules and regulations even to anticipate. engagement:. (international) trends that Ageas considers relevant.. environment and the community.. The Corporate Governance Charter, as applicable until the. In the most recent phase of the project Ageas is assessing how. General Meeting of Shareholders of April 2016, is available on. Responsible Entrepreneurship can be applied most effectively in. Ageas’s website (www.ageas.com).. the agreed areas, while exploring the potential for additional. employees,. customers,. financial. assets,. the. leverage at Group level to help drive forward Group-wide Corporate Social Responsibility. initiatives. And in the spirit of entrepreneurship, we want to help. Corporate Social Responsibility, or CSR as it is more commonly. create opportunities for people and businesses to grow and. referred to, is the concept of giving something back to the. innovate. The ultimate objective is to assess how Ageas can best. community and conducting business in a socially responsible way. incorporate societal issues into the company’s core business. that takes account of all stakeholders. Today it is part and parcel. strategy providing benefit to both the company and society as a. of doing business, and in many ways it is a licence to operate and. whole, in other words, creating shared value. And by taking a. increasingly a principle against which companies are measured.. Group level approach to this important topic, greater progress can. But in the Ageas Group we call it something else. For Ageas the. be made. As we look to the future, Ageas wants to bring. term. Responsible. ‘Responsible. Entrepreneurship’. is. a. more. accurate. description of what we are trying to achieve and it closely reflects. 022 Ageas - Annual Report 2015. stakeholders.. Entrepreneurship. to. life… the. lives. of. its. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. 3.5.2.

(24) 3.6. Board of directors. Bart De Smet. Christophe Boizard. Guy de Selliers de Moranville. Filip Coremans. Davina Bruckner. Roel Nieuwdorp. Richard Jackson. Jan Zegering Hadders. Jozef De Mey. Jane Murphy. Steve Broughton. Lucrezia Reichlin. Lionel Perl. Chairman Jozef De Mey. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2009. : Annual General Meeting of Shareholders in 2019. : Chairman of the Board of Directors of Ageas Insurance International N.V. (NL), of Ageas UK Ltd. (UK), of Ageas Asia Holdings Ltd. (HK), of Ageas Insurance Company (Asia) Ltd (HK), of Credimo Holding N.V. (BE) and Credimo N.V. (BE). Vice-Chairman of Muang Thai Group Holding Company Ltd. (Thailand) and of Muang Thai Life Assurance Public Company Ltd. (Thailand). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : None.. Other positions held. : Details are available on the website.. 023 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. (1943 – Belgian – Independent - Male) On 31 December 2015, Chairman of the Board of Directors and Chairman of the Corporate Governance Committee..

(25) Non-Executive Board Members Guy de Selliers de Moranville (1952 – Belgian – Independent - Male) On 31 December 2015, Vice Chairman of the Board of Directors, Member of the Corporate Governance Committee and Chairman of the Risk & Capital Committee. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2009. : Annual General Meeting of Shareholders in 2019. : Chairman of the Board of Directors of AG Insurance SA/NV (BE) and Non-Executive Board Member of Ageas Insurance International N.V.(NL). See note 1 Legal structure, note 29 Noncontrolling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : Member of the Board of Directors of Solvac Address : Rue des Champs Elysées, 1050 Brussels, Belgium Sector : Holding company Member of the Supervisory Board and Chairman of the Risk Committee of Advanced Metal Group Address : Toren C, 13th floor, Strawinskylaan 1343, 1077 XX Amsterdam, the Netherlands Sector : Specialty metals and engineering Member of the Board of Directors and of the Sustainability Committee of Ivanhoe Address : 654 – 999 Canada Place, Vancouver, Canada Sector : Mining company. Other positions held. : Details are available on the website.. Roel Nieuwdorp (1943 – Dutch – Independent - Male) On 31 December 2015, Member of the Board of Directors, Chairman of the Remuneration Committee and Member of the Corporate Governance Committee. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2009. : Annual General Meeting of Shareholders in 2017. : Non-Executive Board Member of Ageas Insurance International N.V. (NL) and Ageas France S.A. (FR). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : None.. Other positions held. : Details are available on the website.. Lionel Perl. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2009. : Annual General Meeting of Shareholders in 2019. : Non-Executive Board Member of Ageas Insurance International N.V. (NL) and Ageas UK Ltd. (UK). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : None.. Other positions held. : Details are available on the website. 024 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. (1948 – Belgian – Independent - Male) On 31 December 2015, Member of the Board of Directors, Member of the Remuneration Committee and of the Risk & Capital Committee..

(26) Jan Zegering Hadders (1946 – Dutch – Independent - Male) On 31 December 2015, Member of the Board of Directors, Chairman of the Audit Committee and Member of the Corporate Governance Committee. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2009. : Annual General Meeting of Shareholders in 2019. : Non-Executive Board Member of Ageas Insurance International N.V. (NL) and AG Insurance SA/NV (BE). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : None.. Other positions held. : Details are available on the website.. Steve Broughton (1947 – British – Independent - Male) On 31 December 2015, Member of the Board of Directors, Member of the Risk & Capital Committee and Member of the Remuneration Committee. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2013. : Annual General Meeting of Shareholders in 2016. : Non-Executive Board Member of Ageas Insurance International N.V. (NL) and Ageas UK Ltd. (UK). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : Member of Strategy and Integration Advisory Board Quindell Plc. Address : Quindell Court 1, Barnes Wallis Road, Segensworth East, PO15 5UA Fareham, UK Sector : Software, consultancy and technology. Other positions held. : Details are available on the website.. Jane Murphy. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2013. : Annual General Meeting of Shareholders in 2016. : Non-Executive Board Member of Ageas Insurance International N.V. (NL) and of Ageas UK Ltd. (UK). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : Non-Executive Board Member of Elia System Operator SA/NV and Elia Assets SA/NV and Member of the Corporate Governance Committee of Elia System Operator SA/NV Address : Boulevard de l'Empereur 20, 1000 Brussels, Belgium Sector : Electric power transmission system operator of Belgium / Owner of the assets of the electric power transmission system in Belgium. Other positions held. : Details are available on the website.. Lucrezia Reichlin (1954 – Italian – Independent - Female) On 31 December 2015, Member of the Board of Directors, Member of the Risk & Capital Committee. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2013. : Annual General Meeting of Shareholders in 2016. : Non-Executive Board Member of Ageas Insurance International N.V. (NL). Positions held with other listed companies. : None. Other positions held. : Details are available on the website.. 025 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. (1967 – Belgian – Independent - Female) On 31 December 2015, Member of the Board of Directors, Member of the Audit Committee and Member of the Remuneration Committee..

(27) Richard Jackson (1956 – British – Independent - Male) On 31 December 2015, Member of the Board of Directors and Member of the Audit Committee. First appointed Term runs until Other positions within Ageas at the end of 2015. : 2013. : Annual General Meeting of Shareholders in 2016. : Non-Executive Board Member of Ageas Insurance International N.V. (NL) and of Ageas Portugal Holdings SGSP (PT), Non-Executive Board Member of Médis (Companhia Portuguesa de Seguros de Saude S.A.) and Ocidental (Companhia Portuguesa de Seguros S.A.). See note 1 Legal structure, note 29 Non-controlling interests and note 14 Investments in associates for information on the participation interest in these entities.. Positions held with other listed companies. : Non-Executive Director and Chairman of the Audit Committee and Chairman of the Compensation and Nomination Committee at Oracle Financial Services Software, listed on Mumbai Stock Exchange Address Sector. : Oracle Park, Goregaon, Mumbai, 400063, India : Financial Services software. Senior Advisor Ping An Insurance Group Company of China Ltd., China Address : Galaxy Center, Fuhua Road, Shenzhen, 518048, PRC Sector : Insurance Other positions held. : Details are available on the website.. Davina Bruckner. First appointed Term runs until. : 2014. : Annual General Meeting of Shareholders in 2017.. Other positions within Ageas at the end of 2015. : Non-Executive Board Member of Ageas Insurance International N.V. (NL). Positions held with other listed companies. : None.. Other positions held. : Details are available on the website.. 026 Ageas - Annual Report 2015. WorldReginfo - cd5dd235-3ae6-4a18-a97f-7819463bcb46. (1983 – Belgian – Non-Executive - Female) On 31 December 2015, Member of the Board of Directors and Member of the Audit Committee..