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FORTIS: Fortis holding changes agendas of General Meetings of Shareholders on 8 and 9 April, and on 28 and 29 April 2009

^{Published on 2009-04-01 14:54:38, Last Modified on 2009-04-01 14:55:45 - Market Wire}
 

BRUSSEL, BELGIUM--(Marketwire - April 1, 2009) -

The Brussels Court of Appeal, petitioned by lawyer Mischaël Modrikamen, decided on 31 March in a hearing at which Fortis was not represented that only those shareholders of Fortis SA/NV that owned Fortis shares prior to 14 October 2008 could vote on the project with BNP Paribas. Consequently, it is no longer possible to ensure the correct course of the above meetings. For organisational and practical reasons the Board of Directors has therefore decided, with regard to both Fortis SA/NV and Fortis N.V., to postpone both the vote on the project with BNP Paribas and the election of new directors until the meetings of 28 and 29 April.

For the sake of clarity, Fortis wishes to stress that this postponement does not apply to resolutions on the fourth item on the agenda of the meeting of Fortis N.V. on 8 April (amendments to the articles of association) or to the fourth and fifth items on the agenda of the meeting of Fortis SA/NV on 9 April (acquisition and disposal of shares, and amendments to the articles of association), which are to be dealt with by both meetings in the usual way.

To pass valid resolutions on these agenda items, however, the required quorum representing at least 50% of the capital must be in attendance at both meetings. If, as we know from past experience is likely, this quorum is not reached, these items will not be put to the vote and will have to be submitted for the approval of shareholders at the Ordinary General Meeting of Fortis SA/NV on 28 April 2009 and the AGM of Fortis N.V. on 29 April. Irrespective of the capital then represented, both meetings will be able to pass valid resolutions on all agenda items. Shareholders will be informed accordingly by means of a notice in the press on Saturday 4 April 2009.

The Board of Directors is aware of the inconvenience that this late postponement - entirely against its will - of a sizeable part of the agenda of the meetings planned for 8 and 9 April will cause shareholders. The Board regrets the damage that the shareholders and the company are suffering and wishes to apologise for this to all those affected. Fortis will, as soon as possible, consult with the financial institutions involved about the approach to the shareholders' meetings at the end of April.

The Board of Directors is not reconciled to the decision of the Brussels Court of Appeal of 31 March. Fortis SA/NV has therefore initiated third-party proceedings at the aforesaid Court of Appeal. The already initiated summary proceedings before the Brussels Commercial Court have become devoid of purpose by the decision of the Court of Appeal and for that reason have been halted.

As a consequence of the postponement of the vote on the project with BNP Paribas, Fortis, BNP Paribas and the Belgian State have agreed to once again amend the already changed Protocole d'Accord of 10 October 2008. The new final date by which the approval of the project with BNP Paribas must be obtained from the shareholders of Fortis SA/NV and Fortis N.V. is now 1 May 2009 (instead of 18 April). The ultimate date by which all precedent conditions, as stipulated in the agreement, must be met, or be waived by BNP Paribas, will be set later at a date between 1 and 15 May 2009 (instead of 30 April).

Fortis holding (Fortis SA/NV and Fortis N.V.) consists of (1) Fortis Insurance Belgium (2) Fortis Insurance International, and (3) financial assets and liabilities of various financing vehicles. The international insurance activities (Fortis Insurance International) are located in the UK, France, Hong Kong, Luxembourg (Non-Life), Germany, Turkey, Russia, Ukraine and in joint ventures in Luxembourg (Life), Portugal, China, Malaysia, India and Thailand. Fortis holding is not involved in banking activities.

This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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Pdf_UK_EGMs_April_010409: [ http://hugin.info/134212/R/1302750/298197.pdf ]