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Expert Corporate Governance Service (ECGS)
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KBC - proxy report- 04/10/2018

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

Under ITEM 2.1, the board of directors seeks authorisation to increase the Company's share capital (without pre-emptive rights) up to a maximum nominal value of EUR 291 million. Under the authorisation, the board of directors is entitled to waive shareholders' pre-emptive rights and the authority will remain in effect for 5 years following the date of decision (i.e. until 2023). In aggregate, the authorisation requested is limited to 19.99% of the Company's share capital and thereby substantially exceeds ECGS' guidelines.

ECGS accordingly recommends to vote OPPOSE.

Under ITEM 2.2, the board of directors seeks authorisation to increase the Company's  share capital (with pre-emptive rights) up to a maximum nominal value of EUR 409 million. Under the authorisation, the board of directors is NOT entitled to restrict and/or waive shareholders' pre-emptive rights. Requested authority will remain in effect for 5 years following the date of decision (i.e. until 2023). In aggregate, the authorisation requested is limited to 28.10% of the Company's share capital and thereby meets ECGS' guidelines. ECGS recommends to vote FOR. There are no further peculiarities.

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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