Expert Corporate Governance Service (ECGS)
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Ageas - AGM and EGM 15 May 2019

We note that, as announced in ECGS' previous analysis, the Company confirms that the Extraordinary General Meeting of Shareholders of 18 April 2019 has not achieved the required attendance quorum. It was thus unable to decide validly regarding its agenda items. A new Extraordinary General Meeting will therefore be convened after the AGM, which, regardless of the share capital represented, will be able to deliberate validly regarding all agenda items.

In general, Ageas is in compliance with the Belgian regulations relating to the organization and procedures of the (Annual and Extraordinary) General Meeting.

Under ITEM 8, the board seeks shareholder approval of the remuneration report. Although the amounts are acceptable, ECGS does not approve of long-term incentive plans that do not operate one or more challenging performance conditions. Therefore, we recommend to OPPOSE.

Under ITEM 9.1, the board seeks shareholder approval for new nominee Emmanuel Van Grimbergen, who is also a Group Risk Officer within the Company. Due to his position at Ageas, he cannot be considered as independent. However, the independence threshold on board is 53%, which is in line with ECGS’ guidelines of at least 50%. Hence, we recommend shareholders to APPROVE.


Ageas is an insurance company engaged in providing a range of life and non-life products distributed through a variety of channels. Co. focuses on helping its customers to mitigate risks related to property, casualty, life and pensions. Co. serves its customers through a combination of wholly owned subsidiaries, equity associates and partnerships, with financial institutions and distributors in Belgium, the U.K., Luxembourg, Italy, Portugal, Turkey, France, China, Malaysia, India, Thailand and Hong Kong. Co. is organized into five operating segments: Belgium, U.K., Continental Europe, Asia, and General Account.


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