Obligation Ageas 3.25% ( BE0002644251 ) en EUR

Ageas

100 % ▲

Belgique

BE0002644251 ( en EUR )

3.25% par an ( paiement annuel )

01/07/2049

Prospectus brochure de l'obligation Ageas BE0002644251 en EUR 3.25%, échéance 01/07/2049

100 000 EUR

500 000 000 EUR

02/07/2025 ( Dans 168 jours )

Ageas est une société d'assurance internationale offrant une gamme de produits d'assurance-vie, non-vie et de services financiers à travers l'Europe et en Asie.

L'Obligation émise par Ageas ( Belgique ) , en EUR, avec le code ISIN BE0002644251, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/07/2049

ageas SA/NV
(Incorporated as a limited liability company (société anonyme/naamloze vennootschap) in Belgium)
500,000,000 Subordinated Fixed to Floating Rate Notes due July 2049 (the "Notes")
Issue price: 99.206 per cent.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the "Prospectus
Directive") and the Luxembourg law of 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as
amended (the "Luxembourg Prospectus Law"). It contains information relating to the issue by ageas SA/NV (the "Issuer") of the Notes and
must be read in conjunction with the documents incorporated by reference herein.
The terms and conditions of the Notes (the "Conditions", and references herein to a numbered Condition shal be construed accordingly) provide
that the Notes wil constitute direct, unsecured and subordinated obligations of the Issuer which wil at al times rank pari passu without any
preference among themselves. The payment obligations of the Issuer under or arising from the Notes in respect of principal, interest and other
amounts (including, without limitation, Arrears of Interest (as defined below) and any damages awarded for breach of any obligations in respect
of the Notes) in respect of the Notes, will constitute direct, unsecured and subordinated obligations of the Issuer and claims in respect thereof
shal , subject to any obligations which are mandatorily preferred by law, at al times rank in the event of a Winding-up: (i) behind claims in respect
of (aa) any existing or future unsubordinated indebtedness and payment obligations of the Issuer (including, without limitation, the claims of
policyholders of the Issuer (if any)), (bb) any existing or future direct, unsecured and dated subordinated indebtedness and payment obligations
of the Issuer which constitute or constituted, or but for any applicable limitation on the amount of such capital would constitute or would have
constituted, Tier 3 Capital as at their respective issue dates and (cc) any obligations which rank, or are expressed to rank, pari passu with any
Tier 3 Capital and/or senior to the Notes, (ii) pari passu and without any preference among themselves, (iii) at least equally and rateably with
claims in respect of (aa) any other existing or future direct, unsecured and dated subordinated indebtedness and payment obligations of the Issuer
which constitute or constituted, or but for any applicable limitation on the amount of such capital would constitute or would have constituted,
Tier 2 Capital as at their respective issue dates (other than Junior Securities) and (bb) any obligations which rank, or are expressed to rank, pari
passu therewith and (iv) in priority to the claims of Junior Creditors (each term as defined in the Conditions). In the event of a Winding-up, no
payments wil be made under the Notes until the claims of holders of senior ranking indebtedness and payment obligations shal first have been
satisfied in ful .
The Notes will bear interest from (and including) 10 April 2019 (the "Issue Date") to (but excluding) the First Call Date (as defined in the
Conditions) at the rate of 3.250 per cent. per annum. From (and including) the First Call Date, the Notes will bear interest at a floating rate of
interest which wil be determined in accordance with the Conditions. During the Fixed Rate Interest Period, interest shal be payable annual y in
arrear on each Interest Payment Date, commencing on 2 July 2019, and thereafter interest shal be payable on the Notes quarterly in arrear on
each Interest Payment Date (subject to deferral as described below) (each term as defined in the Conditions).
The Issuer may, at its discretion, defer payment of the accrued but unpaid interest in ful in respect of any Interest Payment Date that is neither a
Compulsory Interest Payment Date nor a Mandatory Interest Deferral Date (each term as defined in the Conditions). Furthermore, an Interest
Payment scheduled to be paid on an Interest Payment Date must be deferred mandatorily on such Interest Payment Date in case of a Mandatory
Interest Deferral Event (as defined in the Conditions). Any Interest Payment, or any part thereof, which has been deferred, shall, so long as the
same remains unpaid, constitute "Arrears of Interest" which wil not themselves bear interest. Such Arrears of Interest wil become payable in
accordance with Condition 4 (Interest Deferral).
Unless previously redeemed or purchased and cancel ed, the Notes wil , subject to no Regulatory Deficiency Event having occurred and to the
satisfaction of the Solvency Condition (each term as defined in the Conditions), be redeemed in whole but not in part at their principal amount
together with Arrears of Interest (if any) and any other accrued interest up to (but excluding) the Interest Payment Date fal ing in July 2049
(the "Scheduled Maturity Date"). The holders of the Notes have no right to require the Issuer to redeem the Notes before the Scheduled Maturity
Date. The Issuer has the right to redeem the Notes in whole but not in part (i) on the First Call Date or any Interest Payment Date thereafter, (i ) at
any time, if less than 20 per cent. of the aggregate principal amount of the Notes issued (including any Notes which, pursuant to Condition 15
(Further Issues), form a single series with the Notes original y issued) remain outstanding, (ii ) if a Deductibility Event or a Gross-up Event has
occurred and is continuing, (iv) if a Capital Disqualification Event has occurred and is continuing and (v) if a Ratings Methodology Event has
occurred and is continuing (each term as defined in the Conditions), at their principal amount, together with Arrears of Interest (if any) and any
other accrued but unpaid interest up to (but excluding) the redemption date, in accordance with the Conditions.
Application has been made to the Commission de Surveillance du Secteur Financier in Luxembourg (the "CSSF"), which is the Luxembourg
competent authority for the purposes of the Prospectus Directive and the Luxembourg Prospectus Law, for the approval of this Prospectus as a
prospectus for the purposes of Article 5.3 of the Prospectus Directive and the Luxembourg Prospectus Law. By approving this Prospectus, the
CSSF assumes no responsibility as to the economic and financial soundness of the transaction contemplated by this Prospectus or the quality or
solvency of the Issuer, in accordance with Article 7(7) of the Luxembourg Prospectus Law.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is
a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II"), appearing on the
list of regulated markets issued by the European Commission.
The Notes wil be issued in dematerialised form (dématérialisé/gedematerialiseerd) in accordance with the Belgian Companies Code (Code des
Sociétés/Wetboek van Vennootschappen), as amended (the "Belgian Companies Code") and cannot be physical y delivered. The Notes will be
in the denomination of 100,000 each and may only be settled in principal amounts equal to that denomination or an integral multiple thereof.
The Notes wil be represented exclusively by book entry in the records of the securities settlement system (the "NBB Securities Settlement
System") operated by the National Bank of Belgium (the "NBB") or any successor thereto. Access to the NBB Securities Settlement System is
available through those of its NBB Securities Settlement System participants whose membership extends to securities such as the Notes. NBB
Securities Settlement System participants include certain banks, stockbrokers (sociétés de bourse/beursvennootschappen), Euroclear
Bank SA/NV ("Euroclear"), Clearstream Banking Frankfurt ("Clearstream"), SIX SIS AG ("SIX SIS") and Monte Titoli S.p.A. ("Monte

Titoli"). Accordingly, the Notes wil be eligible for clearance through, and wil therefore be accepted by, Euroclear, Clearstream, SIX SIS and
Monte Titoli. Investors who are not NBB Securities Settlement System participants can hold their Notes within securities accounts in Euroclear,
Clearstream, SIX SIS, Monte Titoli or the other direct or indirect participants of the NBB Securities Settlement System.
The 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, 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 NBB Securities Settlement System. The Notes are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to, any consumer (consommateur/consument) within the meaning of the
Belgian Economic Law Code (Code de droit économique/Wetboek van economisch recht).
The Notes constitute debt instruments. An investment in the Notes involves certain risks. Investors should ensure that they understand
the nature of the Notes and the extent of their exposure to risks and they should review and consider these risk factors carefully before
purchasing any Notes. For a discussion of these risks please refer to the section headed "Risk Factors" in this Prospectus.
The Issuer has been rated "A" (stable outlook) (Financial Strength Rating) and "A" (stable outlook) (Issuer Credit Rating and Foreign Currency
Issuer Rating) by S&P Global Ratings Europe Limited ("S&P") and "A" (stable outlook) (Long-Term Issuer Default Rating) and "A+" (stable
outlook) (Insurer Financial Strength Rating) by Fitch Deutschland GmbH ("Fitch"). The Notes are expected to be rated "BBB+" by S&P and
"BBB+" by Fitch. S&P and Fitch are established in the European Union and are registered under Regulation (EU) No 1060/2009, as amended.
S&P and Fitch are displayed on the latest update of the list of registered credit rating agencies on the ESMA website
(http:/ www.esma.europa.eu/page/List-registered-and-certified-CRAs). A rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, change or withdrawal at any time by the assigning rating agency.

Prospectus dated 8 April 2019.
Sole Structuring Agent to the Issuer
J.P. MORGAN
Joint Bookrunners
J.P. MORGAN
MORGAN STANLEY
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT
BANKING

Important information
IMPORTANT INFORMATION
GENERAL
This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended
(the "Prospectus Directive") and the Luxembourg law of 10 July 2005 on prospectuses for securities (loi
relative aux prospectus pour valeurs mobilières), as amended. It has been prepared for the purposes of giving
information with regard to the Issuer and its subsidiaries (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.
This Prospectus has been prepared on the basis of Annexes IX and XIII to Commission Regulation (EC)
809/2004.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference
(see "Documents incorporated by reference"). This Prospectus shall be read and construed on the basis that
such documents are incorporated by reference and form part of this Prospectus. The information on websites
that is not incorporated by reference in this Prospectus and that is referred to in this Prospectus is for information
purposes only and does not form part of the Prospectus.
Market data and other statistical information used in this Prospectus has been extracted from a number of
sources, including independent industry publications, government publications, reports by market research
firms or other independent publications (each an "Independent Source"). The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware and is able to ascertain from
information published by the relevant Independent Source, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
This Prospectus does not constitute an offer of Notes, and may not be used for the purposes of an offer or
solicitation by anyone, in any jurisdiction in which such offer or solicitation is not authorised, or to any person
to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of
the Notes or the distribution of this Prospectus in any jurisdiction where any such action is required, except as
specified herein. 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
J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, NATIXIS and Société Générale (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".
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such
representation or information should not be relied upon as having been authorised by or on behalf of the Issuer
or the Joint Bookrunners.
Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date
upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that the information contained in it or any other information
supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same. The Joint Bookrunners expressly do not
undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any
investor in the Notes of any information coming to its attention.
3

Important information
Save for the Issuer, no other person has separately verified the information contained in this Prospectus.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Joint Bookrunners or any third party or any of their respective affiliates as to the
accuracy or completeness of the information contained in this Prospectus or any other information provided by
the Issuer in connection thereto. To the fullest extent permitted by law, the Joint Bookrunners accept no liability
whatsoever in relation to the information contained in this Prospectus or any other information provided by the
Issuer in connection thereto or for any other statement made or purported to be made by the Joint Bookrunners
or on their behalf in connection with the Issuer or the issue and offering of the Notes. The Joint Bookrunners
accordingly disclaim any and all liability, whether arising in tort or contract or otherwise which they might
otherwise have in respect of this Prospectus or any such statement.
Neither this Prospectus nor any other information supplied in connection with this Prospectus or any Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation or a statement of opinion (or a report on either of those things) by the Issuer or the Joint
Bookrunners that any recipient of this Prospectus should purchase any Notes. Any investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information
supplied in connection with the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer
or the Joint Bookrunners to any person to subscribe for, or purchase, any Notes.
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each potential investor
should consult its own advisers as to legal, tax, financial, credit and related aspects of an investment in the
Notes.
This Prospectus contains various amounts and percentages which have been rounded and, as a result, when
those amounts and percentages are added up, they may not total.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFER OF
THE SECURITIES GENERALLY
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II"), appearing on the list of
regulated markets issued by the European Commission.
The distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Neither the Issuer nor the Joint Bookrunners represent that this Prospectus may be lawfully
distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Joint Bookrunners which is intended to permit a public offering of the Notes or distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations.
4

Important information
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained in this Prospectus or any applicable
supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal and/or interest payments is different from the potential
investor's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial
markets and any financial variable which might have an impact on the return on the Notes; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors
are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (i) the Notes are
legal investments for it, (ii) the Notes can be used as collateral for various types of borrowing and (iii) other
restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal advisers
or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-
based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")). A further description of the restrictions on offers and sales of the Notes in the United States
or to, or for the benefit of, U.S. persons, and in certain other jurisdictions, is set forth under "Subscription and
Sale".
The 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, 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 NBB Securities Settlement System.
MiFID II product governance / Professional clients and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA Retail Investors  The Notes are not intended to be offered,
sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail
investor in the European Economic Area ("EEA"). For these purposes, a "retail investor" means a person who
5

Important information
is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within
the meaning of Directive 2002/92/EC, as amended or superseded, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
Prohibition of sales to consumers  The Notes are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to, any consumer (consommateur/consument)
within the meaning of the Belgian Economic Law Code (Code de droit économique/Wetboek van economisch
recht) (the "Belgian Economic Law Code").
By purchasing, or making or accepting an offer to purchase, the Notes (or a beneficial interest in the Notes)
from the Issuer and/or any Joint Bookrunner, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and the Joint Bookrunners that:
(i)
it is not a "consumer" (as defined in the Belgian Economic Law Code);
(ii) it will not sell, offer or otherwise make the Notes available to "consumers"; and
(iii) it will at all times comply with the applicable laws and regulations relating to the offering of investment
instruments (such as the Notes) to "consumers", including (without limitation) the provisions of the
Belgian Economic Law Code.
Each potential investor should inform itself of, and comply with, any applicable laws, regulations or regulatory
guidance with respect to any resale of the Notes (or any beneficial interests therein).
Benchmark Regulation The Euro Interbank Offered Rate ("EURIBOR"), which is provided by the
European Money Markets Institute ("EMMI"), is used for purposes of determining the Floating Interest Rate
(as defined in the Conditions). As at the date of this Prospectus, EMMI does not appear on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmark Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the Benchmark Regulation apply such that EMMI is not
currently required to obtain authorisation or registration.
STABILISATION
In connection with the issue of the Notes, J.P. Morgan Securities plc as stabilisation manager (the "Stabilisation
Manager"), or persons acting on behalf of the Stabilisation Manager, may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
Stabilisation may, however, not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may cease at any
time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) in accordance with all
applicable laws and rules.
CURRENCIES
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "euro", "EUR"
and "" are to the lawful currency of the Member States of the European Union that have adopted or adopt the
single currency in accordance with the Treaty establishing the European Union, as amended.
6

Important information
FORWARD LOOKING STATEMENTS
This Prospectus contains certain statements that constitute forward looking statements. Such forward looking
statements may include, without limitation, statements relating to the Group's business strategies, trends in its
business, competition and competitive advantage, regulatory changes and restructuring plans. Words such as
"believes", "expects", "projects", "anticipates", "seeks", "estimates", "intends", "plans" or similar expressions
are intended to identify forward looking statements, but are not the exclusive means of identifying such
statements. The Issuer does not intend to update these forward looking statements except as may be required
by applicable securities laws. By their very nature, forward looking statements involve inherent risks and
uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other
outcomes described or implied in forward looking statements will not be achieved.
A number of important factors could cause actual results, performance or achievements to differ materially from
the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.
These factors include: (i) the ability to maintain sufficient liquidity and access to capital markets; (ii) market
and interest rate fluctuations; (iii) the strength of global economy in general and the strength of the economies
of the countries in which the Group conducts operations; (iv) the potential impact of government risk in certain
European Union countries; (v) adverse rating actions by credit rating agencies; (vi) the ability of counterparties
to meet their obligations to the Group; (vii) the effects of, and changes in, fiscal, monetary, trade and tax policies,
financial regulation and currency fluctuations; (viii) the possibility of the imposition of foreign exchange
controls by government and monetary authorities; (ix) operational factors, such as systems failure, human error,
or the failure to implement procedures properly; (x) actions taken by regulators with respect to the Group's
business and practices in one or more of the countries in which the Group conducts operations; (xi) the adverse
resolution of litigation and other contingencies and/or (xii) the Group's success at managing the risks involved
in the foregoing.
The foregoing list of important factors is not exclusive. When evaluating forward looking statements, investors
should carefully consider the foregoing factors and other uncertainties and events, as well as the other risks
identified in this Prospectus.
Investors should also note that forward looking statements are not guarantees of future performance and involve
risks and uncertainties, and actual results may differ materially from those in the forward looking statements as
a result of various factors. Forward looking statements refer only to the date when they were made and neither
the Issuer nor the Joint Bookrunners undertake any obligation to update or review any forward looking
statement, whether as a result of new information, future events or any other factors. Given these uncertainties,
potential investors should only rely to a reasonable extent on such forward looking statements in making
decisions regarding investment in the Notes.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge
of the Issuer (having 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.
ageas SA/NV
Rue du Marquis 1, box 7
B-1000 Brussels
Belgium

7

Table of contents
TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ......................................................................................................................... 3
RISK FACTORS ................................................................................................................................................ 9
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................34
OVERVIEW OF THE NOTES .........................................................................................................................36
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................48
CLEARING .......................................................................................................................................................83
DESCRIPTION OF THE ISSUER ...................................................................................................................84
USE OF PROCEEDS ...................................................................................................................................... 118
TAXATION ..................................................................................................................................................... 119
SUBSCRIPTION AND SALE ........................................................................................................................125
GENERAL INFORMATION ..........................................................................................................................127

8

Risk factors
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring. Factors which the Issuer believes may be material
for the purpose of assessing the market risks associated with the Notes are also described below.
Before investing in the Notes, prospective investors should carefully consider all of the information in this
Prospectus, including the following specific risks and uncertainties. If any of the following risks materialises,
the Group's business, results of operations, financial condition and prospects could be materially adversely
affected. In that event, the value of the Notes could decline and an investor might lose part or all of its investment
due to an inability of the Issuer to fulfil its obligations under the Notes. Although the Issuer believes that the
risks and uncertainties described below represent the principal risks and uncertainties inherent in investing in
the Notes, the Issuer may be unable to pay interest, principal or other amounts on or in connection with the
Notes for other reasons which may not be considered significant risks by the Issuer based on the information
currently available to it or which it may not currently be able to anticipate. The latter may also have a material
adverse effect on the Group's business, results of operations, financial condition and prospects and could
negatively affect the value of the Notes and/or the ability of the Issuer to fulfil its obligations under the Notes.
The Notes may not be a suitable investment for all investors. Investing in the Notes may entail several risks.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including
any documents incorporated by reference herein) and reach their own views prior to making any investment
decision. In case of doubt, potential investors should consult their own financial and legal advisers about the
risks of investing in the Notes and the suitability of such investment in light of their particular situation.
Terms defined in the Conditions shall have the same meaning where used below. For further information on the
risk management of the Group, please refer to note 5 (Risk Management) of the 2018 annual report of the Issuer
and section "Description of the Issuer Risk management" below.
1 Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with the Notes
Financial risks
The level of, and volatility in, interest rates may adversely affect the Group.
To be able to meet their future liabilities, insurers invest in a variety of assets that typically include a large
portfolio of fixed income securities. In this respect, interest rate volatility can adversely affect insurance
businesses by reducing the returns earned and by reducing the market value of such portfolios. Interest rate risk
exists for all assets and liabilities which are sensitive to changes in the term structure of interest rates or interest
rate volatility. This applies to both real and nominal term structures. Changes in interest rates can also impact
the products which insurance companies sell.
Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic
and internal economic and political considerations, inflation, governmental debt, regulatory environment and
other factors that are beyond the Group's control. In particular, the insurance sector can be adversely impacted
by sustained low interest rates. In times of low interest rates, bond yields typically decrease. Consequently,
when the bonds mature the sums realised are reinvested in bonds with lower yields, which in turn decreases the
investment income of the insurer. A protracted period of low interest rates has a negative impact, especially on
life insurers with substantial interest rate guarantees and other policyholder options on a traditional book of
business where the portfolio yield approximates the guaranteed interest rate on the policies written. Persistently
low interest rates not only render delivering the necessary return for clients or offering competitive profit
sharing more difficult, but also hamper efforts to maintain the required profitability to remunerate shareholders.
9

Risk factors
Furthermore, the Group's regulatory solvency position is determined by applying market-consistent methods
to the valuation of its insurance liabilities, which are influenced by both the level and volatility of interest rates.
Low interest rates also make it difficult to continue to offer clients attractive life investment and savings
insurance products, which may lead to a reduction in new business and hence may have an adverse impact on
the Group's business, results of operations, financial condition and prospects.
The Group's non-life insurance business is equally impacted by interest rate volatility, as its long tail business
(such as disability insurance and workmen's compensation) is heavily dependent on investment returns, thereby
displaying direct sensitivity to interest rate movements.
As cash flows can be (re-)invested at higher rates, the earnings of an insurer will typically be positively impacted
by an increase in interest rates, though only over a protracted period of time. The largest beneficiaries will be
life insurers with large traditional books of participating business. Surrenders or lapses could, however, increase
as higher investment returns may be available elsewhere and policyholders would have an incentive to switch.
This is particularly the case if surrender penalties are relatively low.
Stock market volatility or downturns can adversely affect the Group.
The Group may be subject to equity risk, which arises from the sensitivity of assets, liabilities and financial
instruments to changes in the level or volatility of market prices for equities or their yield.
Volatility and declines in market indices can reduce unrealised capital gains in its investment portfolio and
hence impact the Issuer's excess solvency margin, as well as influence the economic valuation of its insurance
liabilities used to determine its solvency position. Volatility can also negatively affect the demand for certain
insurance products, such as unit linked products which combine insurance coverage with investments in
financial instruments. Stock market downturns and high volatility can occur not only as a result of the economic
cycle, but also as a result of war, acts of terrorism, natural disasters or other factors that are beyond the Group's
control.
The Group is vulnerable to spread risk.
Spread risk results from the sensitivity of the value of assets and liabilities and financial instruments to changes
in the level or in the volatility of spreads over the risk-free interest rate term structure. A spread widening will
reduce the value of fixed income securities and increase the investment income associated with the purchase of
new fixed income securities in an investment portfolio. Conversely, spread tightening will generally increase
the value of fixed income securities in the portfolio and will reduce the investment income associated with new
purchases of fixed income securities. Furthermore, the Group's economic valuation of insurance liabilities used
to determine its solvency position is also impacted by both the level and volatility of assets' spreads. A number
of factors can cause an individual asset or a whole class of assets to decrease in market value, including a
perception or fear in the market that there is an increase in the likelihood of defaults. The spread risk can
therefore have an adverse effect on the Group's business, results of operations, financial condition and
prospects.
Fluctuations in currency exchange rates may affect the Group's business, results of operations, financial
condition and prospects.
The Group is exposed to currency risk, which arises from the sensitivity of assets and liabilities to changes in
the level of currency exchange rates when there is a mismatch between the relevant currency of the assets and
liabilities. This risk may materialise in situations where the Group has assets or liabilities that are non-euro
denominated, either as a participation or in the context of a risk transfer between Group entities. A strengthening
or weakening of the euro against the relevant foreign currency may have an adverse effect on the Group's
business, results of operations, financial condition and prospects. The Group's policy is in principle not to hedge
10