Explanatory note to the Agenda of the Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV on 27 April 2011

This document contains explanations of most of the items on the agenda of the Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held on 27 April 2011. It further clarifies whether an item is put to a vote by the General Meeting of Shareholders for approval or adoption or whether the item is only for discussion or information purposes.

As expected, the required quorum of 50% of the capital for the Extraordinary General Meeting of Shareholders of 30 March 2011 was not attained. The Extraordinary General Meeting of Shareholders convened to be held on 27 April 2011 will be able to validly deliberate and decide on items 5 and 6 of the agenda, regardless of the capital represented.

2 Annual Report and Accounts, Dividend and Discharge

2.1 Annual Report and Accounts

2.2 Dividend

2.2.1 Information on the dividend policy

The Ageas dividend policy, as announced on 25 September 2009, sets a target dividend pay-out ratio of 40% to 50% of the net profit of the insurance operations. This dividend policy aims at allowing shareholders to benefit fully from the cash generative activities of Ageas while still being able to enjoy long-term value creation in growth markets. The Board of Directors does not contemplate any changes to the Ageas dividend policy.

2.2.2 Proposal to adopt a gross dividend for the 2010 financial year of EUR 0,08 per Ageas Unit; the dividend will be payable as from 31 May 2011

The Board of Directors proposes to the Ordinary General Meeting of Shareholders to adopt a gross cash dividend of EUR 0,08 per Ageas Unit for the 2010 financial year. The proposed dividend of EUR 0,08 per Ageas Unit over the 2010 financial year represents a pay-out ratio of approximately 50% of the net profits of the insurance operations of EUR 391 Million. The proposed dividend is in line with Ageas’ dividend policy. The dividend will be payable as from 31 May 2011.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

2.3 Discharge

2.3.1 Discharge of the members of the Board of Directors

Returning to its tradition of proposing a collective discharge, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to grant discharge to the members of the Board of Directors for the financial year ending on 31 December 2010.This proposed resolution requires an

1 absolute majority of the votes cast in order to be approved.

2.3.2 Discharge of the auditor

The Board of Directors proposes to the Ordinary General Meeting of Shareholders to discharge the auditor, KPMG Réviseurs d’Entreprises/Bedrijfsrevisoren, for the performance of its duties in the financial year 2010.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

3 Corporate Governance

3.1 Discussion on Ageas’ governance relating to the reference codes and the applicable provisions regarding corporate governance

This agenda item deals with information on Ageas’ governance relating to the reference codes and the applicable provisions regarding corporate governance.

This agenda item is for information and discussion purposes only, and there is no vote on this item.

Since 2005, pursuant to the “soft law” of the Belgian Code on Corporate Governance, Belgian listed companies have to explain in their annual report the provisions of the Belgian Code on Corporate Governance that were not complied with during the year under review. Since 1 January 2009, the applicable reference code is the 2009 Belgian Code on Corporate Governance. Article 96, §2 of the Belgian Companies Code (as introduced by the Belgian law of 6 April 2010 reinforcing corporate governance in listed companies and autonomous state enterprises) and its implementing royal decree henceforth provide legal recognition to the 2009 Belgian Code on Corporate Governance as the applicable corporate governance code and elevate the “comply-or-explain principle” to a legal obligation.

Likewise, Dutch listed companies have been obliged since the beginning of the 2004 financial year to state in their annual reports that they apply the Dutch Corporate Governance Code (being the Tabaksblat Code as updated by the Monitoring Committee Corporate Governance Code) or to explain any deviations.

Notes on how Ageas applies both Codes can be found in the Corporate Governance Statements section of the Ageas Annual Report 2010, which amounts to the “corporate governance statement” as referred to in article 96, §2 of the Belgian Companies Code.

In addition to the Corporate Governance Statements section of the Annual Report, extensive disclosure on corporate governance at Ageas can also be found in the Ageas Corporate Governance Charter. Since the Corporate Governance Charter was discussed at the Ordinary General Meeting of Shareholders of 28 April 2010, the Board of Directors updated the Corporate Governance Charter, aligning with the current legal situation, upcoming legislation and best practices in Belgium and The Netherlands. However, none of these changes are considered material.

The current version of the Ageas Corporate Governance Charter can be found on Ageas’ website (http://www.ageas.com/en/Pages/governance.aspx).

2 3.2 Discussion and proposal to approve the remuneration report

In line with Ageas having anticipated the Belgian law of 6 April 2010 reinforcing corporate governance in listed companies and autonomous state enterprises by submitting the remuneration policy for the members of the Group Executive Committee for approval to the Ordinary General Meeting of Shareholders of 28 April 2010, Ageas decided to early adopt the obligation to submit the remuneration report for approval to the General Meeting.

The law of 6 April 2010 introduced the remuneration report, which is to constitute a specific section of the corporate governance statement of the annual report, and provides that it must be submitted to the General Meeting of Shareholders for approval. The remuneration report must, among others, describe the remuneration policy and provide details of the remuneration of directors and senior managers.

The remuneration report on the 2010 financial year can be found in the Corporate Governance Statements section of the Ageas Annual Report 2010.

By submitting the remuneration report on the 2010 financial year for approval to the Ordinary General Meeting of Shareholders of 27 April 2011, Ageas chooses to early adopt such law, as the obligation to submit the remuneration report to the General Meeting for approval only applies as of the 2011 financial year.

The Board of Directors proposes to the Ordinary General Meeting of Shareholders to approve the remuneration report.

This proposed resolution requires an absolute majority of the votes cast in order to be approved. It should be noted that in the event the proposed resolution fails to obtain the required majority and the remuneration report is therefore not approved by the General Meeting of Shareholders, such rejection of the remuneration report would not have any legal consequences and would not in itself affect the annual accounts or the existing contractual provisions on remuneration. However, a rejection of the remuneration report would prompt the Board of Directors to reassess the remuneration policy. The vote of the General Meeting of Shareholders on the remuneration report can therefore be considered to be an advisory vote.

3.3 Discussion and proposal to approve the remuneration policy

At the Ordinary General Meeting of Shareholders of 28 April 2010, the Ageas remuneration policy for the Board members and the members of the Group Executive Committee was explained by the Board of Directors and was approved by the Ordinary General Meeting of Shareholders. In submitting the remuneration policy for the members of the Group Executive Committee for approval to the General Meeting of Shareholders, ageas SA/NV anticipated the law of 6 April 2010.

No changes have been made to the remuneration policy since the approval thereof by the Ordinary General Meeting of Shareholders of 28 April 2010, other than clarifying that financially compensated non-compete provisions, if any, are to be taken into account for purposes of the calculation of the maximum severance pay. In compliance with the upcoming Belgian legislation in this respect, the severance pay in case of termination without cause for members of the Group Executive Committee is capped at 12 months, or, in specific circumstances and upon recommendation by the Remuneration Committee, at 18 months. Adding the clarification that compensation, if any, for non-compete undertakings counts towards calculating the

3 maximum severance pay underscores Ageas’ adherence to compliance with the upcoming legislation.

For the sake of completeness, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to approve the remuneration policy.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

4 Board of Directors – Appointment and Reappointments

4.1 Proposal to appoint Mr. Ronny Bruckner

The candidacy of Mr. Ronny Bruckner was proposed by Cresida Investments, a shareholder representing at least 1% of the capital, in accordance with article 18 b) 4) ii of the articles of association. Mr. Ronny Bruckner complies with the criteria set out in article 526ter of the Belgian Companies Code and will qualify as independent director within the meaning of this article.

The appointment of Mr. as a non-executive member of the Board of Directors is subject to the approval of the Banking, Finance and Insurance Commission and to his appointment as a non-executive member of the Board of Directors of ageas N.V., which latter appointment is subject to the approval of the Dutch Central Bank.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The remuneration of Mr. Ronny Bruckner is that of a non-executive member of the Board, as approved by the Ordinary General Meeting of Shareholders of 28 April 2010.

Mr. Ronny Bruckner was born in 1957 and is a Belgian national. He studied economics at the “Université Libre de Bruxelles”.

He is the founder, and current chairman of the Supervisory Board of Eastbridge, a privately-held company with over 40 operating subsidiaries in Europe and the United States, employing in excess of 10,000 people and which controls one of the largest non-food retail operators in Central and Eastern Europe listed on the Warsaw Stock Exchange.

Eastbridge’s business focus is concentrated on real estate in Europe and the US, on the one hand, and leisure, media, fashion and private education businesses, on the other hand.

Under his responsibility, Eastbridge founded and developed over the years various joint ventures with multinational companies such as Kodak, L’Oréal, Nestlé, LVMH and Canal+.In the real estate sector, Ronny Bruckner has led Eastbridge amongst others in the acquisition of a 25% stake in Immobel S.A., a Belgian based Euronext listed real estate developer.

He’s also active with non-profit work. He was the President and Founder of Poland for Europe, a non-profit association to promote Poland’s accession into the European Union through the development and better understanding of Polish culture and arts in Europe.

4 He’s also Co-Founder and board member of Pla Net Finance, a leading international non-profit organization with the mission to alleviate poverty through the development of microfinance, therefore increasing the unbanked and under banked access to financial services.

Mr. Bruckner has held various board positions and is currently the Chairman of the Supervisory Board of Eastbridge, a member of the Board of Directors of the European-wide retailer, Celio SA, and is a member of the Board of Directors of Planet Finance SA.

4.2 Proposal to reappoint Frank Arts

Mr. Frank Arts was appointed as a non-executive member of the Board of Directors by the Ordinary General Meeting of Shareholders held on 28 April 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. Arts as a non-executive member of the Board of Directors for a period of two years, until the end of the Ordinary General Meeting of Shareholders in 2013. Mr. Arts qualifies as independent director within the meaning of article 526ter of the Belgian Companies Code.

The reappointment of Mr. Arts as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. Arts can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx). 4.3 Proposal to reappoint Shaoliang Jin

Mr. Shaoliang Jin was appointed as a non-executive member of the Board of Directors by the Ordinary General Meeting of Shareholders held on 28 April 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. Jin as a non-executive member of the Board of Directors for a period of two years, until the end of the Ordinary General Meeting of Shareholders in 2013. Mr. Jin qualifies as independent director within the meaning of article 526ter of the Belgian Companies Code.

The reappointment of Mr. Jin as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. Jin can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx).

5 4.4 Proposal to reappoint Roel Nieuwdorp

Mr. Roel Nieuwdorp was appointed as a non-executive member of the Board of Directors by the Ordinary General Meeting of Shareholders held on 28 April 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. Nieuwdorp as a non-executive member of the Board of Directors for a period of three years, until the end of the Ordinary General Meeting of Shareholders in 2014. Mr. Nieuwdorp will exceed the age of 70 during his term of office. The Board of Directors believes a deviation from this age limit set out in the Ageas Corporate Governance Charter is justified in light of Mr. Nieuwdorp’s position of Chairman of the Remuneration Committee and Chairman of the Legal Task Force and in light of his knowledge of the legacy of Ageas and the former Fortis. Mr. Nieuwdorp qualifies as independent director within the meaning of article 526ter of the Belgian Companies Code.

The reappointment of Mr. Nieuwdorp as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. Nieuwdorp can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx). 4.5 Proposal to reappoint Jozef De Mey

Mr. Jozef De Mey was appointed as a non-executive member of the Board of Directors by the General Meeting of Shareholders held on 11 February 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. De Mey as a non-executive member of the Board of Directors for a period of four years, until the end of the Ordinary General Meeting of Shareholders in 2015. Mr. De Mey will exceed the age of 70 during his term of office. The Board of Directors believes a deviation from this age limit set out in the Ageas Corporate Governance Charter is justified in light of Mr. De Mey’s vast experience and his profound knowledge of Ageas and of the (international) insurance business. The reappointment of Mr. De Mey as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. De Mey can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx).

6 4.6 Proposal to reappoint Guy de Selliers de Moranville

Mr. Guy de Selliers de Moranville was appointed as a non-executive member of the Board of Directors by the Ordinary General Meeting of Shareholders held on 28 April 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. de Selliers de Moranville as a non-executive member of the Board of Directors for a period of four years, until the end of the Ordinary General Meeting of Shareholders in 2015. Mr. de Selliers de Moranville qualifies as independent director within the meaning of article 526ter of the Belgian Companies Code.

The reappointment of Mr. de Selliers de Moranville as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. de Selliers de Moranville can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx). 4.7 Proposal to reappoint Lionel Perl

Mr. Lionel Perl was appointed as a non-executive member of the Board of Directors by the Ordinary General Meeting of Shareholders held on 28 April 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. Perl as a non-executive member of the Board of Directors for a period of four years, until the end of the Ordinary General Meeting of Shareholders in 2015. Mr. Perl qualifies as independent director within the meaning of article 526ter of the Belgian Companies Code.

The reappointment of Mr. Perl as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. Perl can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx). 4.8 Proposal to reappoint Jan Zegering Hadders

Mr. Jan Zegering Hadders was appointed as a non-executive member of the Board of Directors by the General Meeting of Shareholders held on 11 February 2009 until the end of the Ordinary General Meeting of Shareholders of 2011. Based on his experience and expertise, the Board of Directors proposes to the Ordinary General Meeting of Shareholders to reappoint Mr. Zegering Hadders as a non-executive member of the Board of Directors for a period of four years, until the end of the Ordinary General Meeting of Shareholders in 2015. Mr. Zegering Hadders qualifies

7 as independent director within the meaning of article 526ter of the Belgian Companies Code.

The reappointment of Mr. Zegering Hadders as a non-executive member of the Board of Directors is subject to his reappointment as a non-executive member of the Board of Directors of ageas N.V.

This proposed resolution requires an absolute majority of the votes cast in order to be approved.

The required (biographical) details of Mr. Zegering Hadders can be found in the Ageas Annual Report 2010 and on Ageas’ website (http://www.ageas.com/en/Pages/board_of_directors.aspx).

5 Acquisition and Disposal of Ageas Units

The Board of Directors proposes to the Extraordinary General Meeting of Shareholders to authorize the Board of Directors of the company and the Boards of its direct subsidiaries for a period of 18 months starting after the close of the General Meeting which will deliberate upon this item, to acquire Ageas Units, in which twinned ageas SA/NV shares are incorporated, representing up to a maximum of 10% of the issued share capital, for a consideration equivalent to the closing price of the Ageas Unit on Euronext on the day immediately preceding the acquisition, plus a maximum of fifteen per cent (15%) or minus a maximum of fifteen per cent (15%).

The Board of Directors further proposes to the Extraordinary General Meeting of Shareholders to authorize the Board of Directors of the company and the Boards of its direct subsidiaries for a period of 18 months starting after the close of the General Meeting which will deliberate upon this item, to dispose of Ageas Units, in which twinned ageas SA/NV shares are incorporated, under the conditions it will determine.

These proposed resolutions require a majority of at least 80% of the votes in order to be approved. An abstention is deemed to be a vote against the proposed resolution.

The reason for this authorization to allow the Board of Directors to acquire and to dispose of Ageas shares is to provide the Board of Directors with the flexibility necessary to manage own funds and to respond appropriately to any demand for Ageas twinned shares that may arise at any time. This authorization is asked for 18 months only and limited to 10% of the issued share capital, despite the possibility under Belgian law, since 1 January 2009, to grant such authorization for 5 years and to extend it to 20% of the issued share capital. The purpose of these limitations is to subject this authorization to continuous shareholders’ review.

By law, this authorization must specify the maximum number of shares that the Board can acquire and the maximum and minimum price that may be paid.

This proposal concerns a regularly recurring item on the agenda.

8 6 Amendments to the Articles of Association

All of the proposed resolutions set out in item 6 of the agenda in relation to the amendments to the articles of association and set out below require a majority of at least 75% of the votes in order to be approved. An abstention is deemed to be a vote against the proposed resolution.

6.1 Section: CAPITAL – SHARES

6.1.1 Special report

Reference is made to the special report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with article 604 of the Belgian Companies Code.

6.1.2 Proposal to authorize the Board of Directors to increase the company capital by a maximum amount of EUR 84,000,000

The Board of Directors proposes to the Extraordinary General Meeting of Shareholders to authorize the Board of Directors to increase the company capital by a maximum amount of EUR 84,000,000 to issue shares to meet the coupon payment obligations under the financial instruments mentioned in the special report by the Board of Directors and to consequently cancel the unused balance of the authorized capital, as mentioned in article 9 a) of the articles of association, existing at the date of the publication in the Belgian State Gazette of the amendment to the articles of association of the company resolved by the Extraordinary General Meeting of Shareholders which will deliberate this point, i.e. the Extraordinary General Meeting of Shareholders of 27 April 2011.

6.1.3 Proposal to authorize the Board of Directors to increase the company capital by a maximum amount of EUR 245,700,000

The Board of Directors further proposes to the Extraordinary General Meeting of Shareholders to authorize the Board of Directors to increase the company capital by a maximum amount of EUR 245,700,000 to issue shares to meet the obligation to exchange the Redeemable Perpetual Cumulative Coupon Debt Securities (EUR 1,000,000,000 principal amount) issued by Fortis Bank in September 2001 against Ageas shares in the event that Fortis Bank does not call the instruments on their first call date on 26 September 2011.

Paragraph a) of article 9 of the articles of association will be amended accordingly based on the outcome of the vote in relation to the resolution proposed under item 6.1.2 as well as in relation to the resolution proposed under item 6.1.3: the exact amount for which the Board of Directors will ultimately be authorized to increase the company capital will depend on the outcome of the vote in relation to both such proposed resolutions.

The balance of the existing authorized capital will only be cancelled in the event that the resolution proposed under item 6.1.2 is approved by the Extraordinary General Meeting of Shareholders. In the event that the Extraordinary General Meeting of Shareholders only approves the resolution proposed under item 6.1.3, the balance of the existing authorized

9 capital will not be cancelled and will remain valid for its initial duration. In that case, the text of paragraph a) of article 9 of the articles of association will be adapted to also include the amount of the authorized capital of EUR 245,700,000 proposed under item 6.1.3.

These proposed resolutions are required in order to enable ageas SA/NV to comply with its commitments entered into in the context of the issue of various financial instruments, as set out in greater detail in the special report of the Board of Directors on the authorized capital prepared in accordance with article 604 of the Belgian Companies Code. This report explains in general terms the circumstances in which the authorized capital can be used and the objectives pursued.

6.2 General Meetings of Shareholders

The changes proposed aim at conforming the articles of association on the one hand to the law of 6 April 2010 reinforcing corporate governance in listed companies and autonomous state enterprises, as far as item 6.2.1 is concerned, and, on the other hand, to the new law on the exercise of certain rights of shareholders in listed companies, implementing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies (the “New Law”), as far as the other changes are concerned.

6.2.1 Proposal to insert a new paragraph in article 18 after paragraph b) 2)

This change aims at reflecting in the articles of association the obligation, set out in the law of 6 April 2010 reinforcing corporate governance in listed companies and autonomous state enterprises, that the remuneration report, which constitutes a specific section of the corporate governance statement of the annual report, be submitted to the General Meeting of Shareholders for approval. In this respect, Ageas chooses to early adopt such law, as the obligation to submit the remuneration report to the General Meeting for approval only applies as of the 2011 financial year.

6.2.2 Preliminary resolution

Although the New Law has been adopted by Parliament, it has not yet been published in the Belgian State Gazette. Ageas, like many other listed companies, has however been informed that the law could be published shortly. For cost and efficiency purposes (i.e. to avoid having to reconvene a new General Meeting shortly after the Extraordinary General Meeting of Shareholders of 27 April 2011), Ageas wants to seize the opportunity to adapt its articles of association to the New Law at the upcoming Extraordinary General Meeting of Shareholders. A proposed preliminary resolution therefore provides that the modifications mentioned under items 6.2.3 to 6.2.7 included will be adopted under the condition precedent that the New Law is published and, if adopted, will enter into force on the date on which the New Law would provide that such modifications enter into force.

The proposed preliminary resolution further grants to two directors of the company, acting jointly, with the power to sub-delegate, the power to acknowledge the realisation of the condition precedent and to draw up the coordinated text of the articles of association accordingly.

The proposed preliminary resolution to adopt the modifications under items 6.2.3 to 6.2.7 included under the above mentioned condition precedent shall not be submitted

10 to the vote of the Extraordinary General Meeting of Shareholders in the event that the New Law is published before the Extraordinary General Meeting of 27 April 2011.

6.2.3 Proposal to replace the text of (renumbered) article 18, 5) ii (previously article 18, 4) ii)

This change aims at adapting article 18, 4) ii to the new article 533ter of the Belgian Companies Code providing for the right for shareholders to add items to the agenda or file resolution proposals relating to topics already on the agenda. While the Belgian Companies Code sets the threshold for the exercise of this right at 3% of the capital, Ageas, in line with its current article 18, 4) ii, has decided to lower this threshold to 1% or to the holding of Ageas Units whose stock exchange value amounts to at least EUR 50 million. As required by new article 533ter of the Belgian Companies Code, in order to exercise this right, shareholders will have to prove ownership of such shareholding as of the date of the request and to register their Twinned Shares representing such shareholding on the record date. New items or resolution proposals will have to be received by the company at the latest on the 22nd calendar day preceding the General Meeting (rather than 60 calendar days prior to the General Meeting in the current version of the articles).

6.2.4 Proposal to add a paragraph in article 19

The change to this article purports to clarify that the right of shareholders to add items or file resolution proposals relating to topics already on the agenda set out in new article 18, 5) ii also applies to Extraordinary General Meetings of Shareholders (except, as provided for in new article 533ter of the Belgian Companies Code, that this right does not apply to a second Extraordinary General Meeting of Shareholders convened for a lack of quorum at the first Extraordinary General Meeting of Shareholders).

6.2.5 Proposal to delete paragraph c) of article 20 and to replace this article by a new text

The change to this article aligns the articles of association to the New Law in terms of means of publication of the convening notices. In addition to the publication of the convening notice in the Belgian State Gazette and in a nationally distributed newspaper, the notice must now also be published in “media as may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area, ensuring fast access to the information on a non- discriminatory basis”.

6.2.6 Proposal to replace article 21 by a new text

The change to this article reflects the new rules provided for by the New Law in terms of admission formalities to shareholders’ meetings and proxy voting. The New Law introduces a single mandatory record date for all companies whose shares are admitted to trading on a regulated market replacing the current system of blocking of shares. This date is set at midnight Belgian time on the 14th calendar day preceding the General Meeting of Shareholders. In addition to registering its shares, the company should have been informed of the intention of the shareholder to take part in the General Meeting at the latest on the 6th calendar day preceding the date of the General Meeting. The New Law has further regulated proxy voting, e.g. by imposing more formalism in terms of the appointment of proxy holders, by imposing that the proxy holder keep a record of the voting instructions received and by providing that

11 the shareholder must give specific voting instructions in cases of conflicts of interests. When a proxy is granted to a member of the Board of Directors, the conflict of interests is presumed, entailing the obligation for the shareholder to give specific voting instructions. The reference, in article 21 of the articles of association, to the applicable laws and regulations, covers these new rules. Under the New Law, the company must receive the proxies at the latest on the 6th calendar day preceding the date of the General Meeting of Shareholders.

6.2.7 Proposal to insert a new paragraph d) in article 22

The change to this article refers to the obligation under the New Law that minutes of General Meetings of Shareholders be available on the website of the company at the latest 15 calendar days after the date of the General Meeting.

6.3 Amendment to the articles of association – Dissolution - Liquidation

The change to this article (i.e. deletion of the obligation to reconvene a new meeting within four weeks) is to allow flexibility in the date of the second General Meeting.

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