ageas SA/NV (EBR:AGS)
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Apr 30, 2026, 5:36 PM CET
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M&A Announcement

Dec 8, 2025

Hans De Cuyper
CEO, Ageas

Good morning, everybody. Ladies and gentlemen, can you hear me? I don't know how we can figure that out, but I don't know.

Ben Coumans
Managing Director, Ageas

Ben?

Hans De Cuyper
CEO, Ageas

Ben, maybe can you indicate whether you hear it?

Ben Coumans
Managing Director, Ageas

It's okay. It's okay.

Hans De Cuyper
CEO, Ageas

You hear it? Okay. Thank you. Good morning, ladies and gentlemen. I'm here in the room with Wim Guilliams, our CFO, and Heidi Delobelle, Managing Director, Belgium, and CEO of AG Insurance. Thank you all for joining us on this investment. Today, I'm very proud that after the acquisition of esure earlier this year, I can announce a second milestone transaction that will reshape our group. Ageas will acquire full ownership of AG Insurance, the company that lies at the origin of the group that Ageas is today. I'm equally pleased by the recognition we get from our largest shareholder, BNP Paribas, in support of our strategic focus, both at the corporate level and at the level of AG Insurance.

This is illustrated by the step-up of BNP Paribas in our shareholdership, their respect for our autonomy, and their commitment to reconfirm the long-term distribution agreement of Ageas' products in Belgium through BNP Paribas Fortis. The agreement that I can announce today is setting us on a promising course for future growth for both AG and Ageas, and it accelerates our journey towards delivering on our Elevate 27 ambitions. Let's first take a look at the most impactful part: our agreement to acquire full ownership of AG Insurance, as well as the rights to underwrite the existing 25% quota share from 2027 onwards. You may remember that currently, the quota share is split between Ageas and BNP Paribas Cardif in line with the shareholding in AG. Let me take a moment to reflect on the achievements of AG Insurance.

AG is the market leader in the Belgian insurance market, being number one in life, and since 2022, the leader in non-life as well. We are proud to serve half of Belgium's families and a third of its companies, backed by a dedicated team of talented employees. One of Ageas' greatest strengths is the unique multi-channel distribution approach. As one of the first companies to introduce bancassurance in the Belgian market, the partnership between AG and BNP Paribas Fortis goes back many years. The reconfirmation of the long-term distribution agreement between both companies does, however, not change the multi-distribution model that AG is known for. Consistency is key, and that's why AG leads and outperforms in both the bank and broker distribution channels. Ageas' financial performance speaks for itself.

Year after year, AG has delivered consistent and profitable growth, outpacing the sector even in challenging times with best-in-class cost and combined ratios, robust solvency, and stable margins. In the live book, these are very much defined by the diversified and solid 72 billion EUR assets AG manages. Taking full ownership of our core home market entity provides us strategic flexibility and strengthens our foundation as a group. This acquisition enhances further our ability to leverage the exceptional distribution, technical, and operational expertise of AG Insurance across the entire Ageas group and will allow us to unlock further group synergies. AG is to Ageas the solid foundation with a stable performance and high cash conversion. Obtaining full ownership strengthens our core with an asset we fully know without any execution risk. This makes the financials even more attractive, and they are also quite straightforward.

Our group net operating result will increase with one-third of the current contribution of Belgium, some EUR 160 million-EUR 175 million, and one-third of their contribution to the reinsurance segment, some EUR 15 million. Thanks to the full ownership of AG together with the esure acquisition, we will further increase the share of the more mature entities in the group's profile. We are now in the comfortable position to continue our successful growth story in the Asian segment in a right balance with the solid European-based businesses. Also, in the longer run, we see a contribution to the net operating result of one-third from Asia and two-thirds from Belgium, Europe, and reinsurance combined.

Whereas the benefits of the esure acquisition to our net holding free cash flow will only emerge after the integration process, meaning as from 2028, the benefits from this transaction will be visible immediately after closing. This gives also a clear run-through to the recurring cash upstream as the net operating result of AG translates one-on-one into cash, and this will be uplifting our recurring cash upstream substantially as from next year. Our Belgian operations will continue to be a reliable foundation for the group's shareholder remuneration and increasing our cash for investments in future growth. The contribution of the Asia segment would further reduce to 13% until the moment that these companies mature further, and they can sustainably increase their payout ratios as well.

The transaction enables us holding free cash flow by 13% over the Elevate 27 holding free cash flow per share by approximately 7%-8%. The acquisition is also capital efficient. The equity placement to BNP Paribas Cardif at EUR 60 per share and the recognition of the minority part in the own funds of AG and the Solvency II more than compensate the impact of the EUR 1.9 billion to be paid to BNP Paribas Fortis. This allows, in a solvency-neutral way, to finance a significant part of the transaction with cash and available financing capacity, delivering a very attractive leverage return on investment capital of 15%-16%. So the transaction is solvency-neutral and carries no integration risk, ensures stable, diversified, and cash-generative results, exactly what we envisioned within our Elevate 27 strategy.

While BNP Paribas has agreed to sell us their stake in AG Insurance, they will not abandon the ship. On the contrary, we are forging the long-term bancassurance collaboration between the leading Belgian insurer and the leading Belgian bank with the 15-year distribution agreement. Both parties are fully committed to further strengthen the leading position of AG within the local market, and this duration provides us with a solid time horizon for joint investments, and we will also collaborate more closely on the asset management side. Next to the existing collaboration in the unit-linked portfolio, AG and BNP Paribas Asset Management are also entering into a long-term partnership, leveraging BNP Paribas Asset Management's new offering for insurance and pension funds following its recent integration with AXA Investment Management.

Through the equity placement, BNP Paribas will hold 22.5% stake in Ageas, and they also hold a 1.6% stake to the shares that serve as collateral for CASHES, thus consolidating their position as our largest shareholder. With this step-up in our shareholdership, BNP clearly expresses their commitment to our continued development and support our future growth. In line with good Belgian corporate governance principles, we formalized relationship agreement that will govern the relationship with BNP as important shareholder and business partner. To be fully transparent towards all our stakeholders, we will publish it when it has received the necessary regulatory approvals, but the key elements of the five-year automatic renewable agreement are that we will support BNP's candidate for board representation and that BNP Paribas Group will limit their shareholder in Ageas to 25% minus one share, respecting the autonomy and the growth strategy of the group.

As mentioned before, the benefits of this transaction will emerge already as from closing, with no need for any integration efforts or costs to be made, and so this strategically important step allows us to upgrade our Elevate 27 financial targets for the second time this year. The additional contribution to our net operating result will lead to an earnings per share of EUR 8 to EUR 8.5 by the end of 2027, compared to EUR 6.8 in 2024, respecting our commitment of a 6%- 8% growth over the cycle. We increase our shareholder remuneration from over EUR 2 billion to over EUR 2.2 billion, up 10% from earlier guidance, all while keeping our promise of annual 6% dividend per share growth and underpinned by an holding free cash flow target from over EUR 2.3 billion to over EUR 2.6 billion, up 13% from earlier guidance.

The additional cash flows coming from AG will play a key role in delivering against these targets and further build a comfortable free cash position to invest in our future growth. This message clearly demonstrates our confidence and ambition for the next years. This is the message I wanted to share with you, and we now go over to your Q&A. I propose you raise your hands, and we do it in the right order to be able to give every time valuable time to pose their questions.

Operator

I see we have a question from Michael Huttner. Michael, could you unmute yourself and put your camera on? Michael? Okay. Maybe unmute, and he is gone. Okay, let's move to Farooq then. Farooq, go ahead, put your camera on, your sound, and we can take your question.

Farooq Hanif
Head of European Insurance Equity Research, JPMorgan

Hi, hope you can hear me. Thanks very much.

Firstly, I just want to understand the 7%-8% holding co free cash flow accretion. So you have a 13% increase in the overall cumulative, and obviously your share count is going up by 10%. So can you talk about the shape of that and whether there's any one-off element? So is that 7%-8% holding co cash flow sustainable, that decrease in the per share amount? Secondly, could you talk a little bit about group synergies, what you mean by that? Obviously, I can see that there will be structurally quite a lot of potential synergies. Can you talk about what that is? And then in terms of the additional cash that you have, obviously you're getting a more balanced cash generation in the group. You'll get less questions about the contribution from Asia.

What are you going to do with the surplus that you're going to build up? You mentioned that this is better for M&A. So if you could talk about that directly. Thank you.

Hans De Cuyper
CEO, Ageas

Okay, I'll give the first two questions to Wim. I'll come back with you on the surplus capital.

Wim Guilliams
CFO, Ageas

Hi, Farooq. Good morning. Thanks for your questions. Indeed, we are disclosing two metrics. On the holding free cash flow, which is a EUR amount over the Elevate 27 period, so over the three years, and we show what this transaction has as a positive impact on that amount. holding free cash flow per share is an estimated impact for 2027. We also wanted to disclose that. Now, what's going to happen in 2027? In 2027, we will get the full cash upstream of the Belgian segments.

Now, you also will have seen that the quota share is transferring for the first time in the net operating result in 2027, so it's contributing in 2028. So the effect that we holding free cash flow in 2027 is only the cash upstream from the Belgian segment because we wanted to give you a bit of information on what's happening in 2027. Of course, we will have some impact of synergies where Hans will come back to, or I can come back to. And of course, we are also financing this part with cash reserves, finance facilities, and the flexibility that we have in the debt capital market. So it's also logical that we take that impact of that foregone revenues on cash or that debt cost into account.

If you do that calculation, then on the total number of shares that we will have in 2027, that explains the 7%-8%. The 13% is a cumulative amount over 2025, 2026, holding free cash flow. that's a cumulative amount on that total that we have. On the synergies. Of course, in the strategic rationale, you see that we were able to create much more strategic flexibility, which Hans has alluded to what we could do in the future, but today it's still early days to put a number to quantify that impact so that we have not taken into account in any calculations. Of course, we have included some synergies which we could identify at this stage. One of them is what we call this cash fungibility.

So that means we are able to have our cash guardrail managed at a total group level, so not company per company with some cash pooling, and that will contribute an amount. And the other one is a small amount that we have on cost synergies. At the corporate centers, we have, of course, cost levels which are linked to the stewardship of the group, which are linked to developing cross-entity initiatives. Those will stay. It's very logical that you don't have synergy benefits, but we have, of course, a bit of operational synergies and some support activities. What we have taken in the numbers is an amount of EUR 10 million, where two-thirds is coming from that cash fungibility and one-third is coming from the cost. But as mentioned, the whole strategic rationale, strategic flexibility, there it's too early days to see what that will contribute in the numbers.

Hans De Cuyper
CEO, Ageas

Okay, thank you, Wim. And on the surplus capital, Farooq is indeed, we will go to, I think, a more holding free cash flow and shareholder remuneration. We have some excess there of approximately 15% going forward. The purpose of this capital, I would say, has not really changed. You know that we always remain available for in-market consolidation if there are opportunities that arise in the countries where we operate and where we can move to a top three, top five position. We also, of course, look at the development of reinsurance. I said in the half-year results that for 2027, almost there is no request to further increase the capital commitment for building reinsurance. So we have ample capacity available to underwrite what we want to underwrite.

And then last but not least, of course, as you know, if we have excess capital and no immediate opportunity to put the capital at work, then a share buyback remains an option. Here I can already confirm before we make relationship agreement public, but in relationship agreement, we have also subscribed to the commitment by BNP if the company would like to bring a share buyback to the market that they will be supportive. So in that sense, there is no change for the other shareholders of Ageas.

Farooq Hanif
Head of European Insurance Equity Research, JPMorgan

Thank you.

Operator

Thank you, Farooq. Michael will try again, and I'll put your camera and your mic on.

Michele Ballatore
Equity Research Analyst, KBW

Fantastic. Yeah, good. Thank you. Yeah, hi there. Yeah, there we go. Well done for it. It's a lovely deal.

Just on the cash, can you remind me the 2-2.2 billion and the 2.3-2.6, that effectively is only for 2027, right? As if I'm understanding correctly, because if the deal closes Q2 2026, you get virtually no cash benefit from Ageas or from AG, and you don't have time to raise your dividend. Am I wrong? In other words, the benefit of your high numbers is all 2027. That'd be my first question. The second is, I heard you say, yes, we'll have room for more deals, but I'm assuming that Ageas is off the table, that KBC is better placed. And then the last one is just a kind of sub-question on reinsurance. I noted that Taiping had reinsured itself.

I thought that was a little bit odd, but it may be, but maybe you can provide us with a kind of number for that awful disaster in Hong Kong. Thank you.

Hans De Cuyper
CEO, Ageas

Okay, maybe Wim.

Wim Guilliams
CFO, Ageas

Yeah, on the first question on the impact on our financial targets, Michael, you have to see it's 2025, 2026, 2027. We talk here about cash, what you will get next year, 2026, and so also 2027 is a dividend upstream of AG in full, and you will have, of course, a dividend payment on the new shares that are being issued in the market. That's the assumption underlying. So you have two years contributing to that difference, that uplift that you see there. So that's explaining the difference between the two updated financial targets. So it's two years.

Michele Ballatore
Equity Research Analyst, KBW

Two years. Not just. Okay, two years. Two years.

So effectively 2026, although the deal closes in Q2, the full benefit flows through in cash, both for shareholders, both for yourself and for your shareholders.

Wim Guilliams
CFO, Ageas

Yeah, in cash, yes. In net operating result, it's indeed to take the pro rata of the year into account. So what will happen on net operating result, the closing date, only from the closing date onwards, we will have the uplift in our net operating result. So that is still a bit unknown because we don't know where it will close over Q2, but that will be the impact on the net operating result. So there's a difference between net operating result and cash impact. Very clear.

Michele Ballatore
Equity Research Analyst, KBW

Thank you.

Hans De Cuyper
CEO, Ageas

Okay, Michael, on your question regarding Ageas, I would say no change.

I would say on the file itself, the government has not decided formally what the next steps and when the next steps could happen. You mentioned KBC, also Belfius, we know, is one of the potential participants in such a process. We as Ageas have already expressed our interest to potentially participate in that process. We will now become a top 15 European insurance group, and I think a country like Belgium in a consolidated European market deserves to have a player in that position, and I believe that potentially an addition of Ageas to the insurance, the main insurance group in Belgium, definitely also has important strategic benefits both for Ageas as well as for Belgium as a country, but as such, I would say no change.

Of course, I'm very pleased with having AG as related party, a 100% Belgian company and Ageas group that can, with autonomy, develop its future growth story. And then your last question was on the Hong Kong fires. To be clear, as you know, Taiping Insurance is a lead insurer on this file. We are not, as you remember, in the partnership with Taiping Insurance. We have partnership with Taiping Life, with Taiping Re , with Taiping Asset Management. Of course, there is some relationship between Taiping Insurance and Taiping Re and consequently Ageas Re. What I can tell you now on the available information, which is not yet full, but at this moment, we do not expect an impact on the guidance we have given you for the group towards the end of the year.

Michele Ballatore
Equity Research Analyst, KBW

Super helpful. Thank you.

Operator

Okay, let's move to Nasib.

Nasib, I will open your camera and your mic.

Nasib Ahmed
Equity Research Analyst, UBS

Thanks. Maybe I don't think you guys have given a firepower number, and maybe you can give us a range given you haven't said how you're going to fund the remaining EUR 800 million. Just looking for how much M&A firepower you have in terms of debt capacity and equity raise. Second question on the 15-year partnership. It says on slide nine it's five-year renewable. So I don't think the 15-year partnership is part of that, but just to confirm what the five-year relationship agreement is and what is the 15-year bancassurance partnership. And then finally, on the holding company cash, you don't have a target at the moment, but given you've got AG 100% ownership coming through, UK is 100% owned. So that's kind of the majority of the business you have control over.

Would you look to give a holding company cash range going forward given you've got control potentially coming through for Ageas as well? Thank you.

Hans De Cuyper
CEO, Ageas

Can you take the first and the last one?

Wim Guilliams
CFO, Ageas

Yeah, I will take the first and the last one. So on the firepower, you know we came into the year and then at the full year result 2024, we indicated that we had the possibility for a debt capacity of EUR 1.5 billion. Half-year, of course, after the esure, and that's for outlook 2026, we guided to EUR 700 million-EUR 800 million. As this transaction is solvency neutral, you can take that amount still into account, the EUR 700-EUR800 million. Yeah, that's before the whole financing of the transaction.

The financing of transaction, we will look at the existing cash reserves, we look at financing facilities, and we look at the flexibility that we have in the debt capital market, so the debt capacity is that EUR 700 million-EUR 800 million going for 2026. On the cash reserves as such, we have not given a cash guardrail number. We will not do that either going forward, but of course, internally, we manage that like any financially disciplined company that we also know that in stress scenarios, we must be able to pay the dividend, we must be able to fund the holding cost. What is the nice add-on from this transaction is, of course, and that is what we call cash fungibility in the slides.

We can, of course, start putting cash pooling in place, which means where in the past we needed a cash guardrail for AG, we needed a cash guardrail for Ageas, we can start looking at that at a group level, at a consolidated level. So that will offer more flexibility on the cash side going forward. But we will not, if you allow me, not disclose the fixed number as a cash guardrail because I know that I will get a lot of questions going forward always if it deviates a bit. Now, for the cash reserves, I think it's important to look at H1 slide, the last slide that we disclosed because the H1 results were, of course, influenced by the whole esure transaction, the fact that we had already some funding in place, we didn't do the closing of the acquisition.

But the last slide of the deck gives you a pro forma cash situation, which was after esure and Saga at EUR 1.1 billion. So you have the EUR 1.1 billion, you have the debt guidance that I give you, but be aware that cash fungibility allows us to be much more flexible with the cash reserves going forward.

Hans De Cuyper
CEO, Ageas

Okay, I will ask Heidi to give you first some information on the duration of the bancassurance agreement.

Heidi Delobelle
CEO, AG Insurance

Yeah. So as BNP Paribas Fortis will no longer be a direct shareholder of AG, we thought it was very important to reconfirm our long-term nature of the bancassurance collaboration because today there was no end term to the contract with a three-year pre-notice. And so now we are formalizing the collaboration in a 15-year renewable bancassurance agreement.

And so, yeah, having that kind of long-term relationship between both market leaders in Belgium at the banking side and the insurance side, it's really a full commitment to further strengthen the leading bancassurance that we have in Belgium. We are now. We have drafted a term sheet with the core principles, and then we will renew the whole bank agreement to be more future-proof for the future.

Hans De Cuyper
CEO, Ageas

relationship agreement is a five-year agreement that will also automatically be extended into perpetuity with a 12-month notice period after the five years. If BNP would like to revisit relationship agreement, we will know that 12 months in advance. Of course, relationship agreement can always be reviewed also in the first five years, but then that will be subject to the approval of the board of directors of Ageas.

So I think that is also good in the mindset of the partnership. Last, I want to repeat that we will make the relationship agreement public at the moment of closing.

Nasib Ahmed
Equity Research Analyst, UBS

Perfect. Thank you very much. It's helpful.

Operator

Okay, and then I see there's a question from Marcus Rivaldi. Marcus, I'll open your camera and mic. Did it work?

Hans De Cuyper
CEO, Ageas

Maybe you can try yourself.

Operator

Yeah, well.

Hans De Cuyper
CEO, Ageas

So the left corner. Yeah.

Operator

Marcus, it doesn't seem to, well, according to the system, your mic and camera are on, but I see it's not the case. Maybe you could try yourself.

Hi. Hi. How's that working?

Yeah.

Okay. I'm sorry. Early Monday morning. But anyway, thank you very much for allowing me to ask a quick question today. So look, congratulations on this transaction. It's really obvious what it does. You're strengthening and deepening the relationships between the two organizations.

It also clarifies, I think, the relationship quite nicely. So one question I had was in relation to maybe the BNP Paribas Fortis CASHES transaction, which is still outstanding, which remains a source of, shall we say, complexity in the relationship between BNP and yourself. And I was wondering whether, as part of this transaction, you thought of addressing those securities as well. Thank you.

Wim Guilliams
CFO, Ageas

Hi, Marcus. At this moment, we have not addressed this as part of this transaction. So I mean, of course, we're in constant dialogue, but it's something that needs to be initiated by BNP Paribas because it's on the balance sheet of BNP Paribas Fortis, as you know. We're a linked party because we have the RPN(i), which is linked, which is absorbing the market volatility. But it has not been addressed as part of this transaction. You're muted again.

Hans De Cuyper
CEO, Ageas

I don't hear you anymore, Marcus. Nope. Maybe you can come back later if you want.

Operator

Yeah. Yeah. I'll see that in the meantime.

Sorry. I'll take one. Yeah. Sorry.

Hans De Cuyper
CEO, Ageas

Okay.

I'm sorry. Apologies. So is there any reason why you didn't decide to address it as part of a wider relationship? I appreciate you haven't, but any reason why you didn't?

Wim Guilliams
CFO, Ageas

There were already many things to be discussed to arrive at this transaction that we announced. So it's focused on the most important things to have cleared out with BNP.

Okay. Thank you very much. Appreciate it.

Operator

And I see Farooq has a follow-up. And you should.

Farooq Hanif
Head of European Insurance Equity Research, JPMorgan

Hi. I hope you can hear me. Yes, we do. Perfect. Yeah, I just wanted to follow up on a few things quickly.

Going back to the 7%-8% per share hold co free cash flow accretion by 2027, I just want to make sure. I'm sorry, this is a really stupid question, but if you got, for example, 8% accretion, hypothetically, that means your cash has gone up by 18% because your share count is going up by 10%. So is that the right way to think about it? Roughly 17%-18% increase in the amount of hold co free cash flow as a result of better upstream, but also quota share. That's question one. Question two is maybe related. Can you explain what you mean by cash pooling? Does this basically mean you don't really care about the hold co anymore because you have this lack of restriction for your mature businesses?

Just want to understand that because obviously you still have cash flow traps and guardrails around the Asian business and where you have partnerships. I just want to understand exactly what you mean by cash pooling? Thank you.

Wim Guilliams
CFO, Ageas

Okay. On the first one, maybe it's easier if I also make the link with a few numbers that have been disclosed in the deck. So you have what we see as a net operating result uplift between EUR 160-175 million, which is something that will flow into the cash upstream in 2027. Next, you have about that amount of 10 million of the group synergies, which will have an impact on the cost at the group level. And then, of course, we need to fund this transaction because there is EUR 1.1 billion of shares. That means that there is still EUR 800 million of other funding sources.

And on this, as we're indicating, it will be mostly out of cash reserves, finance facilities, and even the flexibility in the debt market, you will have a kind of a funding cost. So that takes EUR 20 million. If you take that and you divide that on the total numbers of shares, then you will come to the 7%-8% uplift. What you don't have is, of course, the fact that we will have also the quota share from the year 2027 onwards, but that will flow in the net operating result. Cash upstream is only from 2028 onwards. So that's a bit.

So the quota share will create higher hold co free cash flow per share.

Yeah, also, but that's not in 2027 because that will only run through in 2028 because for the running year 2027, we will still have Cardif having 25% of that quota share. From 2027 onwards, we will take the 25% part. But that's not in that up of 8% holding free cash flow per share.

Farooq Hanif
Head of European Insurance Equity Research, JPMorgan

And of course, we can't take fully 25% of your non-life earnings because some of it didn't include the reserves when you did the deal, but it will be roughly 25% of the earnings up to.

Wim Guilliams
CFO, Ageas

Yeah, it will be. It's a 40% quota shares, so it will be 25% of the 40. So you could say it's a 10% of the earnings, the insurance service result that will be run through. But indeed, as you say, there will be a prior year release, which will not be transferred immediately.

That will be built up over time.

Farooq Hanif
Head of European Insurance Equity Research, JPMorgan

Thanks for clarifying.

Wim Guilliams
CFO, Ageas

Yeah, I think the numbers, and then if you take the numbers of shares, of holding free cash flow on the dividend entitled shares. But there you will also get 18.5 million on top, and that's the 2027 numbers, expected 2027. holding free cash flow plus 13% is, of course, two years, 2026, 2027, created from the cash upstream and the underflows that I mentioned. So that's a euro number. On your second question, what does cash pooling mean? It means indeed that if you think about cash guardrails, we can now do them also from a consolidated basis because the cash pooling will allow that you can do a stress test combined, and the guardrail is influenced normally by those stress tests.

So that means you have flexibility because you can look at it from a diversified perspective. So this means that going forward, our internal cash guardrail, which I will not disclose, can be relaxed. So that means you can what we see as your whole cash balance, etc. But what you're saying is that can go really low. It doesn't matter because there's more cash that you've pulled. From a group perspective, that's what that means, cash fungibility. Yes.

Farooq Hanif
Head of European Insurance Equity Research, JPMorgan

Okay. That's clear too. Thank you.

Operator

Okay. And then I see there's another question from Michael. And I hope I opened up.

Michele Ballatore
Equity Research Analyst, KBW

Fantastic. Yeah, it's worked. Thank you so much. And thank you for being so helpful on all the questions. I had three, but they're really kind of an opportunity because, yeah. So the first one, can you remind us of the terms of the CASHES?

I wasn't involved originally. I think this dates back to 2009 or something. So maybe just because I know there's always this non-cash item coming through the accounts at the group level, but I've never looked at the underlying how it works. The second, AXA did a kind of deep dive on its various businesses a while back. Of course, Belfius is part of that. They signaled their interest in growing the life guaranteed business in old life traditional business with limited guarantees in Belgium. Can you remind us a little bit of the state of the market and whether that's affected the margins you see or the competitive pressures or anything? Thank you.

Hans De Cuyper
CEO, Ageas

First, I will give you the highlights, Michael. If you want to have more details, I think the IR team can give you all the details.

It's indeed an instrument of 2009, which was issued at that moment by Fortis. Now, it's an instrument issued on the balance sheet of BNP Paribas Fortis. So balance sheet-wise, you see it as a liability on the balance sheet of BNP Paribas Fortis. But it was as co-obligor. It was also Fortis Holding, which is now Ageas SA/NV. So that's why we are co-obligor of that CASHES that are outstanding. Now, this is a bit collateralized. So that is also on the asset side of the bank, shares retained of Ageas. But of course, you can understand that they were at that moment at a much higher price than they are today. Yeah. And so on the asset side, you will find these collateralized equities, shares of Ageas.

You will have a bit of a cash part, and you will have the RPNI because what was agreed at issuing was that the market volatility, which is an accounting volatility, was taken on the balance sheet of Fortis Holding being now an Ageas NV. And that's the famous RPNI, which is taken out of the net operating result. But it starts with being the instrument on the balance sheet of BNP Paribas Fortis. But if you want more details, I think the IR colleagues can explain it in detail and guide you through that. Yeah.

Michele Ballatore
Equity Research Analyst, KBW

Thank you.

Hans De Cuyper
CEO, Ageas

Heidi, the life market in Belgium.

Heidi Delobelle
CEO, AG Insurance

Yeah. Maybe about our life expectations for the Belgian market and for AG especially. So first of all, a very important part of our business and life is group life. And there you see already a natural growth because it's driven by the salary inflation.

It's also promoted by the government more and more to second pillar. There we see nice perspectives for the group life business. For the life contracts in the market of the self-employed guides , there I think the growth will be more modest because there are some fiscal uncertainties linked to the Belgian budgetary difficulties. On the life investment market, we are now back in a normalized yield curve where we can give again attractive returns to the clients. There we are growing now fast, both in unit -linked and guaranteed. Before it was more in unit -linked. Now we see that the guaranteed business is again very attractive. We think that it can be a bit volatile, but that there are nice perspectives in the growth for life.

Maybe one extra is that we see that aging is going very fast also in Belgium. It's one of the strategic drivers of our Elevate 27 strategy where we have projects in place to come with new initiatives and product design, customer journey, and initiatives to keep the capitals that come into maturity more in-house than that they leave the company. So there as well, we see nice future growth opportunities.

Michele Ballatore
Equity Research Analyst, KBW

Fantastic. That's very clear. Thank you. Thank you.

Hans De Cuyper
CEO, Ageas

Let's

go to conclusions. Okay, ladies and gentlemen, let me give you some closing words. Taking full ownership of AG Insurance is fully aligned with Ageas' strategic priorities on Elevate 27. We can today announce to you a capital-efficient transaction with a strong strategic rationale combined with attractive financials. Let me sum them up once more for you.

We can conclude this transaction at a price that will generate a 15%-16% leverage return on invested capital, with an immediate impact on earnings that are one-to-one converted in recurring cash upstream and creating more flexibility in cash deployment. It tilts our company profile again a bit more towards consolidated, profitable, and cash-generating entities in more mature markets, stabilizing the group's results and making them more predictable. And the benefits are emerging in a really short term, which means that already in the first year of Elevate 27, we can upgrade our financial targets for this strategic cycle for the second time. These financials already put us in a stronger position to deliver on our Elevate 27 ambitions. And furthermore, we get support for future growth and autonomy as a group. At the G level , we will further develop the successful bancassurance franchise.

This agreement marks an important step for Ageas, highlighting our partnership and shared growth objectives supported by strong financials. With solid fundamentals, a drive for innovation, and an unwavering commitment to our clients and partners, we are ready for the future. Thank you for dialing in. Should you have any further questions, please feel free to reach out to our investor relations teams, and I wish you a pleasant day.

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