Fortis holding pays no dividend for the 2008 financial year

Fortis holding pays no dividend for the 2008 financial year
The net assets of Fortis SA/NV* have fallen to less than 50% of the registered capital, as a
consequence of the problems in the financial markets and the sale of the banking activities
and the Dutch insurance activities. This situation was submitted to the Extraordinary
General Meeting of Fortis SA/NV on 19 December 2008. The proposal to continue the
activities was approved by a 96.98% majority.
Fortis SA/NV expects, based on Belgian accounting standards, a statutory loss carried
forward of EUR 22.5 billion as at year-end 2008. That means there is no room for the
payment of a dividend at the moment.
Fortis’s consolidated results based on IFRS will be published on 31 March 2009, as has
already been announced.
The solvency of the operational insurance activities is in no way affected by the statutory
losses of Fortis SA/NV. The solvency of the operating companies remains more than
adequate. Qualifying capital as prescribed by local regulators is considerably higher than
the required minimum.
To restore financial flexibility and to make it possible to pay a dividend in future, it will be
proposed to the General Meeting of Shareholders of Fortis SA/NV on 9 April 2009 that the
losses carried forward be set off and that subsequently distributable reserves again be set aside
through a capital reduction. If less than 50% of the registered share capital is represented at that
meeting – and experience suggests that this is likely to be the case – the proposal cannot be put
to the vote and will have to be rescheduled for the Extraordinary General Meeting (EGM) in
Brussels on 28 April 2009.
If the EGM approves the resolution accepting this proposal, distributable reserves will, in
principle, again become available mid-July, once the two-month legal waiting period is over.
The Board of Directors of Fortis holding has therefore concluded that no dividend can be
proposed for the 2008 financial year.
* Belgian parent company of the Fortis Group, together with the Dutch Fortis N.V.
Information specifically for holders of CASHES and FRESH instruments
Non-payment of a dividend means the alternative coupon satisfaction method (ACSM) will
apply to the CASHES and the FRESH instruments. The ACSM means that Fortis must issue
new shares to finance the coupons on the CASHES and FRESH instruments.
The issuance of new shares by the Board of Directors in the framework of the authorised capital
will, however, again only be possible after the shareholders have passed resolutions approving
the proposals to reduce the capital of Fortis SA/NV, with due regard for the two-month waiting
period, and provided that Fortis shares are then trading higher than EUR 0.84. In such a
situation, the holders of CASHES and FRESH will receive the coupon payments deferred from
respectively May and June 2009.
More information on the effect of the issuance of new shares can be found in the special report
by the Board of Directors to be published on Monday 16 March 2009.
As soon as Fortis again announces a dividend, the coupons on the CASHES and FRESH will
from then on be paid in the normal manner.
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.

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