Transaction Overview - Ageas will acquire 100% ownership of AG Insurance from BNP Paribas Fortis for EUR 1.9 billion[4] - The transaction will be financed via an equity placement of 18.5 million shares at EUR 60 per share, totaling EUR 1.11 billion, along with existing cash and financing facilities[4] - The closing is subject to regulatory approval and is expected in Q2 2026[4] Strategic Rationale - The acquisition offers strategic flexibility and strengthens Ageas' position for potential future inorganic growth opportunities[22, 25] - It allows for further leveraging of AG Insurance's distribution, technical, and operational expertise to deepen group synergies[25] - The deal re-confirms the long-term nature of the bancassurance distribution agreement with BNP Paribas Fortis and deepens collaboration on investments[8, 25, 41] Financial Impact - The transaction is expected to deliver an attractive levered Return on Invested Capital (ROIC) of 15-16%[26, 40] - It is projected to increase HFCF (Holding Free Cash Flow) per share by 7-8% by 2027[26, 33] - The acquisition is expected to provide an immediate uplift of EUR 160-175 million from Belgium and EUR 15 million from the Reinsurance segment starting in 2028[33] Partnership with BNP Paribas - BNP Paribas will maintain a significant stake in Ageas, with a shareholding cap of 25%-1[52] - The partnership is governed by a Relationship Agreement with a 5-year duration and automatic renewal[52] - BNP Paribas supports Ageas' future growth as an independent and autonomous group[52] Elevate27 Targets - The transaction leads to an upgrade of Elevate27 financial targets, including an increase in HFCF and shareholder remuneration[26, 53, 59, 60] - The shareholder remuneration is expected to increase by +10%[60] - HFCF is expected to increase by +13%[59]

Core Viewpoint - BNP Paribas Group has sold its 25% stake in AG Insurance to Ageas for EUR 1.9 billion, formalizing a long-term partnership focused on bancassurance operations in Belgium, particularly in digital development and investment management [1][2]. Group 1: Partnership and Stake Sale - The partnership between BNP Paribas and Ageas aims to enhance the bancassurance operations of AG Insurance and BNP Paribas Fortis, focusing on savings, protection, and property & casualty insurance [1]. - Ageas is consolidating its position in the Belgian market by acquiring BNP Paribas Fortis' stake in AG Insurance, which is valued at EUR 1.9 billion [2]. - BNP Paribas Cardif will increase its stake in Ageas from 14.9% to 22.5% through a EUR 1.1 billion capital contribution, strengthening Ageas' growth capacity while maintaining its independence [3]. Group 2: Financial Impact - The transaction is expected to be finalized in the second quarter of 2026, pending regulatory approvals, and will result in a net capital gain after tax of EUR 820 million in 2026 [4]. - BNP Paribas Group's net income is projected to increase by EUR 40 million annually following the completion of the transaction [4]. Group 3: Strategic Statements - The CEO of BNP Paribas highlighted the growth potential in the bancassurance business through the partnership with AG Insurance and the new asset management platform [5]. - The CEO of Ageas emphasized that this transaction is a significant milestone in implementing their Elevate27 strategy, allowing for further advancement in Belgian operations [5].