Obligation Ageas 3.875% ( BE6317598850 ) en EUR

Ageas

65.283 % ▼

Belgique

BE6317598850 ( en EUR )

3.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Ageas BE6317598850 en EUR 3.875%, échéance Perpétuelle

200 000 EUR

750 000 000 EUR

B0148LAB0

10/06/2025 ( Dans 318 jours )

L'Obligation émise par Ageas ( Belgique ) , en EUR, avec le code ISIN BE6317598850, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

ageas SA/NV
(Incorporated as a limited liability company (société anonyme/naamloze vennootschap) in Belgium)
EUR 750,000,000 Perpetual Subordinated Fixed Rate Resettable Temporary Write-Down
Restricted Tier 1 Notes (the "Notes")
Issue price: 100 per cent.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 6.3 of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). 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. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier in
Luxembourg (the "CSSF"), which is the Luxembourg competent authority for the purposes of the Prospectus Regulation and the Luxembourg
law of 16 July 2019 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg
Prospectus Law). The CSSF has only approved this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. This approval should not be considered as an endorsement of the quality of the Issuer or of the Notes that
are the subject of this Prospectus. In accordance with Article 6(4) of the Luxembourg Prospectus Law, the CSSF does not make any representation
as to the economic or financial opportunity of the Notes nor as to the quality and solvency of the Issuer. Investors should make their own
assessment as to the suitability of investing in such Notes.
The Prospectus is valid for twelve months as from its date. The obligation to supplement the Prospectus in the event of a significant new factor,
material mistake or material inaccuracy does not apply when this Prospectus is no longer valid.
The terms and conditions of the Notes (the "Conditions", and references herein to a numbered Condition shal be construed accordingly) provide
that the Notes constitute direct, unsecured and subordinated obligations of the Issuer which will at all times rank pari passu without any preference
among themselves. In the event of a Winding-up, the rights and claims of the Holders shall, subject to any obligations which are mandatorily
preferred by law, rank: (i) junior to the rights and claims of (a) the holders of unsubordinated indebtedness and payment obligations of the Issuer
(including, without limitation, the claims of all policyholders (if any) of the Issuer), (b) the holders of al dated or perpetual subordinated
indebtedness, payment obligations and other instruments of the Issuer (including the holders of subordinated indebtedness and payment
obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 3 Capital or
Tier 2 Capital of the Issuer as at their respective issue dates) other than any rights and claims of holders of any Parity Securities or Junior Securities
and (c) the holders of any rights and claims relating to any guarantee or support agreement entered into by the Issuer in respect of any obligations
of any person or entity, which guarantee or support agreement ranks, or is expressed to rank, senior to the Notes, (ii) at least pari passu with any
rights and claims of holders of any subordinated indebtedness, payment obligations and other instruments of the Issuer which constitute, or would
but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital as at their respective issue dates, including payment
obligations in respect of the FRESH Capital Securities (for the avoidance of doubt, other than rights and claims in respect of Junior Securities)
and (iii) in priority to the rights and claims of the holders of (a) any payment obligations of the Issuer which rank, or are expressed to rank, junior
to the Notes and/or pari passu with any class of share capital of the Issuer, (b) any rights and claims relating to any guarantee or support agreement
entered into by the Issuer in respect of any obligations of any person or entity, which guarantee or support agreement ranks, or is expressed to
rank, junior to the Notes and/or pari passu with any class of share capital of the Issuer and (c) all classes of share capital of the Issuer (each term
as defined in the Conditions). In a Winding-up of the Issuer, the amount payable in respect of or attributable to the Notes (in lieu of any other
payment by the Issuer) shal be an amount equal to the Prevailing Principal Amount of such Notes together with any accrued but unpaid interest
thereon (to the extent not previously cancelled in accordance with the Conditions (but not, for the avoidance of doubt, due to the Solvency
Condition (each term as defined in the Conditions) not being satisfied as at the relevant date)) to the date of payment of such amounts and the
claims for such amounts wil be subordinated in the manner described above. 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 full.
The Notes will bear interest from (and including) 10 December 2019 (the "Issue Date") to (but excluding) the First Reset Date (as defined in the
Conditions) at the rate of 3.875 per cent. per annum. The Interest Rate wil be reset on each Reset Date (each term as defined in the Conditions)
and wil be determined by the Agent in accordance with the Conditions. Save in relation to the first short Interest Period, interest shall be payable
annual y in arrear on 10 June in each year, commencing on 10 June 2020, provided that the Issuer may at its discretion (but subject as provided
in Condition 4(d)) at any time elect to cancel any Interest Payment, in whole or in part, and must cancel Interest Payments (each term as defined
in the Conditions) (i) in the circumstances described in Conditions 4(b) and 4(c) and/or (i ) if and to the extent that such payment could not be
made in compliance with the Solvency Condition. Any Interest Payment (or, as the case may be, part thereof) which is so cancelled will not
accumulate or be payable at any time thereafter, no amount wil become due from the Issuer in respect thereof and cancellation thereof shal not
constitute a default for any purpose on the part of the Issuer.
Upon the occurrence of a Trigger Event, the Prevailing Principal Amount of each Note wil be immediately and mandatorily Written Down by
the relevant Write Down Amount and any interest accrued to the relevant Write Down Date (each term as defined in the Conditions) and unpaid
shal be cancel ed in accordance with the Conditions. Holders of Notes may lose some or all of their investment as a result of such a Write Down.
Following such a Write Down, the Issuer may, in certain circumstances and at its sole and ful discretion, Write Up (as defined in the Conditions)
the Prevailing Principal Amount of each Note, in accordance with the Conditions.
The Notes are perpetual securities with no fixed redemption date. The Holders have no right to require the Issuer to redeem or purchase the Notes
at any time. The Issuer has the right, in its sole and full discretion but subject to the satisfaction of the conditions to redemption as set out in
Condition 9, to redeem the Notes in whole but not in part (i) on any Optional Redemption Date, (i ) if a Deductibility Event or a Gross-up Event
has occurred and is continuing, (i i) if a Capital Disqualification Event has occurred and is continuing, (iv) if a Ratings Methodology Event has
occurred and is continuing, (v) if an Accounting Event has occurred and is continuing or (vi) if 80 per cent. or more of the aggregate principal
amount of the Notes original y issued have been purchased by the Issuer or by any other person beneficial y for the Issuer's account and, in each
case, cancelled pursuant to the Conditions, in each case at their Prevailing Principal Amount (each term as defined in the Conditions), together

with (to the extent not previously cancelled in accordance with the Conditions) any accrued and unpaid interest thereon to (but excluding) the
date fixed for redemption. The Issuer shal be required to defer redemption of the Notes in certain circumstances as set out in the Conditions.
If a Deductibility Event, a Gross-up Event, a Capital Disqualification Event, a Ratings Methodology Event or an Accounting Event occurs at any
time, the Issuer may also elect to modify the Notes, all as described in and subject to the conditions to variation set out in the Conditions.
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 will be issued in dematerialised form (dématérialisé/gedematerialiseerd) in accordance with the Belgian Companies Code (as defined
in the Conditions) and cannot be physically delivered. The Notes have an Initial Principal Amount of EUR 200,000 each and may only be settled
in principal amounts equal to the Prevailing Principal Amount (each term as defined in the Conditions) or an integral multiple thereof. The Notes
will 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"), Monte Titoli S.p.A. ("Monte Titoli") and Interbolsa
S.A. ("Interbolsa"). Accordingly, the Notes will be eligible for clearance through, and wil therefore be accepted by, Euroclear, Clearstream, SIX
SIS, Monte Titoli and Interbolsa. Investors who are not NBB Securities Settlement System participants can hold their Notes within securities
accounts in Euroclear, Clearstream, SIX SIS, Monte Titoli, Interbolsa 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).
MiFID II professional clients and eligible counterparties only/No PRIIPs KID/FCA CoCo restriction Manufacturer target market
(MiFID II product governance) is professional clients and eligible counterparties only, each as defined in MiFID II (al distribution
channels). No Regulation (EU) No. 1286/2014 (the "PRIIPs Regulation") key information document ("KID") has been prepared as the
Notes are not available to retail investors in the European Economic Area, as defined in MiFiD II. See pages 5 to 7 of this Prospectus.
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" (positive outlook) (Financial Strength Rating) and "A" (positive outlook) (Issuer Credit Rating and Foreign
Currency Issuer Rating) by S&P Global Ratings Europe Limited ("S&P") and "A" (positive outlook) (Long-Term Issuer Default Rating) and
"A+" (positive 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 6 December 2019.
Structuring Advisers to the Issuer
BNP PARIBAS
CITIGROUP
Joint Bookrunners
BNP PARIBAS
CITIGROUP
CREDIT SUISSE
DEUTSCHE BANK
J.P. MORGAN

Important information
IMPORTANT INFORMATION
GENERAL
This Prospectus comprises a prospectus for the purposes of Article 6.3 of the Prospectus Regulation. It has been
prepared for the purposes of giving the necessary information which is material to an investor for making an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer
and its subsidiaries (the "Group"), the rights attaching to the Notes and the reasons for the issuance of the Notes
and its impact on the Issuer.
This Prospectus has been prepared on the basis of Annexes 7 and 15 to Commission Delegated Regulation (EU)
2019/980.
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. Unless specifically incorporated
by reference into this Prospectus, information contained on websites mentioned herein does not form part of
this 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
BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Deutsche
Bank AG, London Branch and J.P. Morgan Securities plc (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, financial, business, credit, accounting or tax
advice. Each potential investor should consult its own advisers as to legal, financial, business, credit,
accounting, tax 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 NOTES 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.
Prohibition on marketing and sales of Notes to retail investors  The Notes are complex and high-risk
financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale
of securities such as the Notes to retail investors. In particular, in June 2015, the United Kingdom Financial
Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual Society
Shares) Instrument 2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of the PRIIPs
Regulation became directly applicable in all European Economic Area ("EEA") member states and (ii) MiFID
II was required to be implemented in EEA member states by 3 January 2018. Together, the PI Instrument, the
PRIIPs Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Notes.
5

Important information
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws, regulations
or regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein) including the
Regulations.
Each of the Joint Bookrunners is required to comply with some or all of the Regulations.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest therein) from
the Issuer and/or any Joint Bookrunner, each prospective investor represents, warrants, agrees with, and
undertakes to, the Issuer and to each of the Joint Bookrunners that:
(i)
it is not a retail client (as defined in MiFID II);
(ii) whether or not it is subject to the Regulations, it will not:
(a)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in MiFID II);
or
(b)
communicate (including the distribution of this Prospectus, in preliminary or final form) or
approve an invitation or inducement to participate in, acquire or underwrite the Notes (or any
beneficial interests therein) where that invitation or inducement is addressed to or disseminated
in such a way that it is likely to be received by a retail client (in each case within the meaning of
MiFID II),
and in selling or offering the Notes or making or approving communications relating to the Notes, each
prospective investor may not rely on the limited exemptions set out in the PI Instrument;
(iii) it will act as principal in purchasing, making or accepting any offer to purchase any Notes (or any
beneficial interest therein) and not as an agent, employee or representative of any of the Joint
Bookrunners; and
(iv) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (and any
beneficial interest therein), including (without limitation) the Regulations (as applicable) and any such
laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Notes (or any beneficial interest therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purpose of the product governance obligations in
MiFID II) is eligible counterparties and professional clients only;
(ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and
(iii) no KID under the PRIIPs Regulation 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Notes (or any beneficial interest therein) from the Issuer and/or any of the Joint
Bookrunners, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding on both the agent and its underlying client(s).
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
6

Important information
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 EEA. For these purposes, a "retail investor" means a person who 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
(EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no KID required by 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 Amounts payable under the Notes may be calculated by reference to the mid-swap
rate for euro swaps which appears on the Reuters Screen Page ICESWAP2 as provided by ICE Benchmark
Administration Limited ("ICE"). Further, the Euro Interbank Offered Rate ("EURIBOR"), which is provided
by the European Money Markets Institute ("EMMI"), forms a component part of such mid-swap rate and of
the interest rate fall-back provisions set out in the Conditions. As at the date of this Prospectus, each of ICE and
EMMI appears 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").
STABILISATION
In connection with the issue of the Notes, BNP Paribas 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
7

Important information
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" and "EUR"
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.
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.
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Important information
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge
of the Issuer, 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

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Table of contents
TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ......................................................................................................................... 3
RISK FACTORS ............................................................................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................37
OVERVIEW OF THE NOTES .........................................................................................................................39
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................55
CLEARING .....................................................................................................................................................100
DESCRIPTION OF THE ISSUER .................................................................................................................101
USE OF PROCEEDS ......................................................................................................................................137
TAXATION .....................................................................................................................................................138
SUBSCRIPTION AND SALE ........................................................................................................................146
GENERAL INFORMATION ..........................................................................................................................148

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