AG Insurance SA/NV (Incorporated in Belgium with Limited Liability) EUR 400,000,000 3.50 Per Cent

PROSPECTUS DATED 27 MARCH 2015 AG Insurance SA/NV (incorporated in Belgium with limited liability) EUR 400,000,000 3.50 per cent. Fixed Rate Reset Dated Subordinated Notes due 2047 Issue Price: 99.384 per cent. The EUR 400,000,000 3.50 per cent. Fixed Rate Reset Dated Subordinated Notes due 2047 (the “Notes”) will be issued by AG Insurance SA/NV (“AG Insurance” or the “Issuer”). The Notes will bear interest from (and including) 31 March 2015 (the “Closing Date”) to (but excluding) the First Call Date (as defined below) at a rate of 3.50 per cent. per annum, scheduled to be paid annually in arrear on 30 June in each year commencing on 30 June 2016 (subject to deferral as described below), and thereafter at a reset fixed rate of interest, which will be reset on the First Call Date and on each fifth anniversary of the First Call Date. The terms and conditions of the Notes (the “Conditions”, and references herein to a numbered Condition shall be construed accordingly) provide that the Issuer must pay interest in certain specified circumstances, must defer payment of interest in certain other specified circumstances and, if none of the foregoing circumstances apply, may elect to defer any interest payment at its sole discretion, all as described in Condition 5. Any deferred interest payments, together with interest thereon, shall, for so long as the same remain unpaid, constitute “Arrears of Interest”. Subject to certain exceptions, the Issuer may pay Arrears of Interest at any time and must pay such Arrears of Interest in certain circumstances described in Condition 5. The Notes are scheduled to be redeemed on the Interest Payment Date falling in June 2047 (the “Scheduled Maturity Date”) or the earliest possible date thereafter on which certain conditions to redemption set out in the Conditions are met. The holders of the Notes have no right to require the Issuer to redeem the Notes before the Scheduled Maturity Date. The Notes may be redeemed at the option of the Issuer in whole but not in part on 30 June 2027 (the “First Call Date”) or on any Interest Payment Date thereafter at their principal amount, together with any Arrears of Interest (if any) and any other accrued but unpaid interest up to (but excluding) the redemption date. If a Deductibility Event, Gross-up Event, Regulatory Event or Rating Methodology Event occurs at any time, the Issuer may also elect to redeem the Notes in whole but not in part at their principal amount, in each case together with any Arrears of Interest (if any) and any other accrued but unpaid interest up to (but excluding) the redemption date, all as more fully described in and subject to the conditions to redemption set out in Condition 6. The Issuer shall be required to defer redemption of the Notes in certain circumstances as set out in Condition 6. The Notes constitute direct, unsecured and subordinated obligations of the Issuer and, in the event of a Winding-up, claims in respect thereof will rank (i) behind claims in respect of any unsubordinated indebtedness and payment obligations of the Issuer (including, without limitation, the claims of policyholders of the Issuer), (ii) pari passu and without any preference among themselves, (iii) at least equally and rateably with claims in respect of any other existing (including, without limitation, the Fixed-to-Floating Rate Callable Subordinated Notes due 2044 issued by the Issuer) or future direct, unsecured and dated subordinated indebtedness and payment obligations of the Issuer (for the avoidance of doubt, other than obligations in respect of Junior Securities) and (iv) in priority to the claims of Junior Creditors (as such terms are defined in the Conditions). In the event of a Winding-up, no payments will be made under the Notes until the claims of holders of unsubordinated indebtedness and payment obligations shall first have been satisfied in full. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the “Luxembourg Prospectus Law”), for the approval of this prospectus (the “Prospectus”) for the purposes of Directive 2003/71/EC, as amended (the “Prospectus Directive”). This approval cannot be considered as a judgment on, or as any comment on, the merits of the transaction, nor on the situation of the Issuer and the CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer, in line with the provisions of Article 7 (7) of the Luxembourg Prospectus Law. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange (the “Official List”) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to listing on the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes will be issued in denominations of EUR 100,000 in dematerialised form under the Belgian Code of Companies (Code des Sociétés/Wetboek van Vennootschappen) (the “Belgian Code of Companies”) and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the X/N securities and cash clearing system operated by the National Bank of Belgium (the “NBB”) or any successor thereto (the “Securities Settlement System” or “NBB System”). Access to the Securities Settlement System is available through those of its participants whose membership extends to securities such as the Notes. Securities Settlement System participants include certain banks, stockbrokers (sociétés de bourse/beursvennootschappen), Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”). Accordingly, the Notes will be eligible to clear through, and therefore accepted by, Euroclear and Clearstream, Luxembourg and investors can hold their Notes within securities accounts in Euroclear and Clearstream, Luxembourg. Notes 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 on the deduction of withholding tax (“Eligible Investors”) 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 NBB. The Notes are expected to be rated BBB by Standard & Poor’s Credit Market Services France SAS (“S&P”) and BBB+ by Fitch France SAS (“Fitch”). S&P and Fitch are established in the European Economic Area (the “EEA”) and registered under the Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the “CRA Regulation”) and are included in the list of registered credit rating agencies published by European Securities and Markets Authority (“ESMA”) on its website in accordance with CRA Regulation (the information contained on that website does not form part of this Prospectus). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. STRUCTURING AGENT TO THE ISSUER AND JOINT BOOKRUNNER BNP PARIBAS JOINT BOOKRUNNERS J.P. Morgan HSBC IMPORTANT INFORMATION This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer and its subsidiaries taken as a whole (the “Group”) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer (the “Responsible Person”) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Bookrunners (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Notes. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see “Subscription and Sale” below. No person is or has been authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied

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