Ageas acquires remaining stake in AG Insurance from BNP Paribas Fortis

International insurance group Ageas has acquired the remaining 25% stake in its Belgian subsidiary, AG Insurance, from BNP Paribas Fortis for a total consideration of €1.9 billion.

With this transaction, which is expected to close in Q2’26, Ageas will become the sole owner of AG, a Belgian insurer operating across multiple channels in both life and non-life.

As part of the deal, Ageas and BNP Paribas Fortis have reconfirmed their long-term bancassurance partnership in Belgium, while BNP Paribas will retain its stake in Ageas itself. The transaction is subject to regulatory approvals.

This partnership covers savings, protection and property & casualty insurance, bringing the pair’s expertise together as the leading insurer in Belgium, to serve their clients.

BNP Paribas’ insurance subsidiary, BNP Paribas Cardif, currently holds a 14.9% stake in Ageas, and will make a €1.1 billion contribution to Ageas’ capital. Based on an agreed price of €60 per share, BNP Paribas Cardif would hold a 22.5% stake in Ageas, around 18.5 million shares, upon completion of the transaction.

In addition to the equity placement to BNP Paribas Cardif, within the existing authorisations, the transaction will be financed through a mix of cash reserves, existing financing facilities and the flexibility Ageas has in the debt capital market.

This transaction would result in a net capital gain after tax of €820 million in 2026 and a positive impact after payout on the CET1 ratio of +5 basis points. Additionally, the BNP Paribas Group’s net income would increase on a recurring annual basis by €40 million.

This transaction aligns with Ageas’s Elevate27 goals to focus on its inorganic growth in consolidated and cash-generative activities. The deal is expected to accelerate and raise Ageas’s Elevate27 financial targets, with an uplift in the holding free cash flow target from €2.3-2.6 billion and the shareholder remuneration from €2-2.2 billion.

Additionally, the transaction is expected to generate a levered return on invested capital (ROIC) of 15-16%. Following the acquisition of esure, completed earlier this year, this is the second large acquisition that further strengthens Ageas’s footprint in two of its core markets.

The duo are also entering into a long-term investment partnership in certain asset classes, leveraging BNP Paribas Asset Management’s new offering for insurers and pension funds, following its recent integration with AXA IM.

As provided by the Belgian corporate governance code, the duo will enter into a relationship agreement, providing for, among other things, a limit of up to 25% minus one share for BNP Paribas Group’s shareholding in Ageas.

This agreement has a five-year duration and automatic renewal, recognising BNP Paribas as Ageas’s largest shareholder and strategic partner, while respecting Ageas’s identity and strategic vision. BNP Paribas will nominate one representative to the Ageas Board of Directors and retain one representative on the Board of Directors of AG linked to the bancassurance agreement.

Hans De Cuyper, Chief Executive Officer (CEO), Ageas, commented, “I am pleased to announce this new important milestone for Ageas and another significant step in implementing our Elevate27 strategy. Taking full ownership of AG Insurance enables us to further advance our Belgian operations, building on the reconfirmed bancassurance partnership with our long-standing partner, BNP Paribas Fortis.

“Only one year into the strategic cycle, this transaction marks the second occasion on which we have been able to raise our financial targets under Elevate27. We continue to chart our own path as a Group, with BNP Paribas as a committed shareholder who supports our vision and actively contributes to the growth of our business. I wish to extend my sincere gratitude to the management of BNP Paribas for their trust in Ageas.”

Jean-Laurent Bonnafé, CEO, BNP Paribas, added, “We see significant potential in the growth prospects of BNP Paribas Fortis’s bancassurance business through the partnership with AG Insurance, as well as the deployment of our new asset management platform’s expertise created through the combination of BNP Paribas AM and AXA-IM. We are also pleased to support Ageas’s long-term development, under the chairmanship of Bart De Smet and the leadership of Hans De Cuyper.”

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