BNP Paribas : Exchange offer / Tender offer

ANNEX 1

EXCHANGE NOTICE PURSUANT TO

PARAGRAPH 9(B)(I) OF THE CONDITIONS

BNP Paribas Fortis SA/NV

€3,000,000,000 undated Convertible and Subordinated Hybrid Equity-linked

Securities ("CASHES")

(the Exchange Notice)

Date: 4th November 2022

Name: BNP Paribas

Address: 16, boulevard des Italiens, 75009 Paris, France

Signature:

Vincent Gueguen - Head of Corporate Financial Structuring

Norberto Cordisco Respighi - Deputy head of Corporate Financial Structuring

On behalf of BNP Paribas

By signing and delivering this Exchange Notice, we represent and warrant that the information and representations contained herein are true and accurate on the date of delivery of this Exchange Notice. Capitalised terms used herein and not otherwise defined shall, unless the context provides otherwise, have the meanings specified in the Indenture dated as of 19 December 2007 among BNP Paribas Fortis SA/NV, and ageas SA/NV and The Bank of New York Mellon (the Indenture).

To: BNP Paribas Fortis SA/NV ageas SA/NV

Pursuant to the Indenture, being the beneficial owner of the amount of CASHES specified below, we hereby irrevocably elect to exchange such CASHES into Ageas Shares.

1. Total principal amount of CASHES to be exchanged: € 66,250,000 (i.e. 265 CASHES)

These CASHES are represented by a book-entry interest maintained in the records of the National Bank of Belgium as operator of the X/N System or Euroclear or Clearstream Luxembourg as participants in the X/N System.

2. We hereby request that the Ageas Shares required to be delivered upon exchange be delivered by registering such transfer in the shareholders' register of ageas SA/NV.

3. At the time of signing and delivery of this Exchange Notice, we represent and agree that we, or the person who has an interest in the CASHES, (i) is acquiring the Ageas Shares in accordance with Paragraph 9 of the Conditions in an offshore transaction (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the Securities Act) exempt from registration under the Securities Act pursuant to Regulation S or (ii) is a qualified institutional buyer as defined in Rule 144A under the Securities Act

11

Classification : Internal

(QIB) and, prior to the expiration of 40 days after receipt of such Ageas Shares, rights or other securities, I/we or such person will not offer, sell, pledge or otherwise transfer such Ageas Shares except (a) pursuant to and in accordance with Rule 144A (if applicable) to a person that the holder reasonably believes is a QIB purchasing for its own account or for the account of QIB, whom the holder has informed, in each case, that the resale or other transfer is being made in reliance on Rule 144A, or (b) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act.

For Exchange Agent's use only:

1. Security exchange identification reference: [●]
2. CASHES Exchange Date: 9th November 2022
3. Exchanged Security: BE0933899800
4. Aggregate principal amount of CASHES in respect of which CASHES have been deposited for exchange: € 66,250,000
5. Exchange Price on CASHES Exchange Date: € 239.40 per Ageas Share
6. Number of Ageas Shares deliverable: 276,733 Ageas Shares (disregard fractions)

12

Classification : Internal