Report
Expert Corporate Governance Service (ECGS)
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KBC Group - AGM and EGM 02 May 2019

ORDINARY GENERAL MEETING:

In general, KBC is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 6, the board of directors seeks approval of the Company's remuneration report. ECGS has various concerns over the Company's remuneration policy and therefore recommends to vote OPPOSE.

Under ITEMS 11a-10e, the (re-)election of the board of directors is proposed.

In light of insufficient independent representation on the board, ECGS recommends to vote OPPOSE to the (re-)election of: Alain Bostoen (ITEM 11b), Franky Depickere (ITEM 11c) and Frank Donck (ITEM 11d)

 EXTRAORDINARY GENERAL MEETING:

The company proposes to put its Articles of Association in line with the new Belgian Code on Companies and Associations. Most of changes proposed are acceptable. However, under ITEM 6, the company proposes that in case of financial distress requiring a capital increase, the Board can call a General Meeting of Shareholders 10 days before said GM: such a short delay is not provided by the Banking Act and would not allow shareholders to make an enlightened decision. ECGS recommends to vote OPPOSE.

Underlying
KBC Bankverzekeringsholding N.V.

KBC Group is a bank-insurance group engaged in providing products and services mainly to retail, private banking, SME and mid-cap clients. Co. focuses on its primary markets of Belgium, the Czech Republic, Slovakia, Hungary and Bulgaria. Co. is also present in Ireland and, to a limited extent, in several other countries to support corporate clients from its primary markets. Co.'s main brands are KBC and CBC in Belgium, CSOB in Czech Republic and Slovakia, K&H in Hungary, CIBANK and DZI Insurance in Bulgaria, and KBC Bank Ireland in Ireland. As of Dec 31 2014, Co. had 1,601 bank branches. In addition, Co. had total assets of Euro245.17 billion.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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