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Expert Corporate Governance Service (ECGS)
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KBC Group – AGM 7 May 2020

Covid-19 Emergency: Depending on the measures taken by the authorities in the context of the Covid-19 pandemic, KBC Group NV may decide to adjust the terms of participation for the Annual General Meeting or, if necessary, to postpone this Annual General Meeting. Such revised terms of participation and/or postponement will be announced in a timely manner on KBC's website () and, as the case may be, by other means to ensure that all shareholders are duly and timely informed. In the meantime and for reasons of public safety/health, all shareholders are strongly encouraged to make maximum use of the right to vote by proxy as described below and the right to ask written questions.

 Dividend: Fully in line with the European Central Bank recommendation that at least until 1 October 2020 no dividends are paid out and no irrevocable commitment to pay out dividends is undertaken by the credit institutions for the financial year 2019 and 2020 and that credit institutions refrain from share buy-backs aimed at remunerating shareholders, the KBC Board of Directors has decided : 1) to withdraw the proposal to the Annual Shareholders'meeting of 7 May 2020 to declare a final total (gross) dividend over 2019 profit of 2.5 EUR per share (after an interim dividend of 1 EUR per share was paid in November 2019 already); 2) to evaluate in October 2020 whether all or part of this withdrawn final dividend should as yet be paid out later this year (2020) in the form of an interim dividend; 3) to cancel the proposed share buy-back program of 5.5 million shares in deviation from what was announced in the press release of 13 February 2020 at the occasion of the 4th quarter 2019 results publication.

 In general, KBC is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.

 Under ITEM 6, the board of directors seeks approval of the Company's remuneration report. ECGS has various concerns over the Company's remuneration policy and therefore recommends to vote OPPOSE.

 In light of insufficient independent representation on the board, ECGS recommends to vote OPPOSE to the election of Erik Clinck (ITEM 10.b), Liesbet Okkerse (ITEM 10.c), and the re-election of Theodoros Roussis (ITEM 10.d) and Sonja De Becker (ITEM 10.e).

Underlying
KBC Group N.V.

KBC Group is a bank-insurance group engaged in providing products and services mainly to retail, private banking, SME and mid-cap clients. Co. focuses on its primary markets of Belgium, the Czech Republic, Slovakia, Hungary and Bulgaria. Co. is also present in Ireland and, to a limited extent, in several other countries to support corporate clients from its primary markets. Co.'s main brands are KBC and CBC in Belgium, CSOB in Czech Republic and Slovakia, K&H in Hungary, CIBANK and DZI Insurance in Bulgaria, and KBC Bank Ireland in Ireland. As of Dec 31 2014, Co. had 1,601 bank branches. In addition, Co. had total assets of Euro245.17 billion.

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Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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