STICHTING INVESTOR CLAIMS AGAINST FORTIS (the “Foundation”) has been established as an “open foundation” under Article 3:305a of the Dutch Civil Code (“DCC”) upon the initiative of various large institutional investors with substantial losses from their investments in Fortis. To download the Deed of Incorporation click here.

At this time, the Foundation only encourages institutional investors or investors with more than 100,000 shares purchased during the relevant period and nominee shareholders/custodians from any jurisdiction around the world to participate in the Foundation (before June 30, 2012), if they have (1) purchased shares in Fortis (ISINs: US34956J3095, BE0003801181, NL000300838) on the open market between May 29, 2007 and October 14, 2008; (2) participated in the September 2007 Rights Issue; or, (3) participated in the June 2008 Accelerated Book-Building Offer.

The Foundation's Purpose
The purpose of the proposed Foundation is to protect the interests and rights of all investors in Fortis SA/NV and/or Fortis N.V., now known as Ageas, (“Fortis” or “Ageas”), who have been misled by information published by Fortis from May 29, 2007 through October 14, 2008 (the “Relevant Period”). The Foundation seeks the implementation of any necessary corporate governance and management changes, in addition to a determination of liability of Fortis, its management, advisors and auditors. The Foundation also supports the ultimate interest of its participants, and all Fortis investors in general, to obtain compensation for losses sustained as a result of the demise of Fortis in October of 2008.

Fortis’ False and Misleading Statements
Throughout the Relevant Period, Fortis misrepresented the value of its collateralized debt obligations, the extent to which its assets were held as subprime-related mortgage backed securities, and the extent to which its ill-fated decision to acquire ABN Amro Holding NV (“ABN Amro”) had compromised the Company’s solvency. As a result of these false and misleading misrepresentations, investors lost up to 90% of the value of their investments. In just one year, from the end of 2007 to the end of 2008, reported shareholder equity at Fortis fell from €33 billion to €6.8 billion.

There is evidence that executives at Fortis materially misled investors with numerous public disclosures that they made in connection with the September 2007 Rights Issue used to raise capital to fund the acquisition of ABN Amro. An investigation by the Belgian regulator (the Banking, Finance and Insurance Commission, or “BFIC”) and by the Dutch Autoriteit Financiële Markten (the Authority for the Financial Markets, or “AFM”), which culminated in a finding against Fortis in February 2010, led to the imposition of fines on Fortis SA/NV and Fortis N.V. in the total amount of €576,000 for various violations of the Dutch Securities Act (“DSA”). The AFM concluded that Fortis made incorrect and misleading statements during the Relevant Period that investors could have (reasonably) relied upon in their trading.

The former CEO and finance chief of financial services group Fortis misled investors in 2008 by disseminating wrong information about the bank's solvency, a court in Utrecht ruled on Wednesday, February 15, 2012.

Specifically, the court found Jean-Paul Votron and CFO Gilbert Miller guilty of making wrongful statements. They and the bank itself are liable to pay the investors compensation, the court said in a statement. Details of the settlement are yet to be determined.

Furthermore, a team of investigators was appointed by the Enterprise Chamber to investigate the Fortis management over the Relevant Period in order to determine if there was a state of “mismanagement” in the form of lack of institutional control at Fortis. This investigation took over one year, but concluded with the publication of a final report on June 16, 2010. The report harshly criticizes Fortis for its failure to communicate its financial problems (including its sub-prime exposure and solvency and liquidity issues) to the market in a timely fashion. In particular, the report concludes that Fortis materially misled investors in connection with its subprime exposure, its liquidity and solvency, and the impact on Fortis of the takeover of ABN Amro. The report specifically concludes that:

“In the opinion of the investigators, Fortis' actions in relation to its obligation to secure that the prospectus provides accurate information for potential investors, are, also in light of the arguments provided during the recent interviews, not (sufficiently) justifiable.”

“Naar de mening van onderzoekers is de handelswijze van Fortis met betrekking tot haar verplichting tot een correcte informatievoorziening in het prospectus ten behoeve van het beleggend publiek, ook meewegende de argumenten welke in het wederhoorproces naar voren zijn gebracht, niet (goed genoeg) verdedigbaar.” (Final Report, at 482)

In the report it is also stated that:

“The investigators acknowledge that during the month of May 2008 a trend revealed itself in which Fortis kept making soothing statements towards the market regarding its solvency, while internal information in that respect was getting more and more critical.”

“Onderzoekers stellen vast dat zich in de maand mei 2008 een trend aftekent waar Fortis geruststellende uitspraken blijft doen aangaande solvabiliteit, terwijl interne informatie dienaangaande steeds nijpender werd.” (Final Report, at 623)

On April 5, 2012, the Enterprise Court rendered a judgment approving and confirming the final report, finding various acts of mismanagement by Fortis and nullifying the release of Fortis direectors for the year 2007.

The Background of Fortis (n/k/a/ Ageas)
Prior to its collapse in 2008, Fortis was the largest financial services company in Belgium and the Netherlands. Based in Brussels, Fortis was dually-held by two parent companies operating as one: Fortis SA/NV in Belgium and Fortis N.V. in the Netherlands.

In March 2010, Fortis announced that the company name would be changed to “Ageas,” in order to represent the company’s identity transformation from a “bancassurer” to an international insurance company. The new name was approved by 97.14% of all shareholders in Brussels, Belgium and 99.63% in Utrecht, the Netherlands and it was announced that Ageas would be introduced gradually throughout 2010, with the completion of the rebranding scheduled by May 2011. Moreover, as of April 30, 2010, Ageas is now officially the name of the parent company and the name under which the stock trades on the Euronext. The ticker code has been changed from FOR(B) to AGS.

Ageas N.V. and Ageas S.A./N.V. announced its plans on March 29, 2012 to perform a merger by August 7, 2012, whereby all assets and liabilities of Ageas N.V. will be transferred to Ageas S.A./N.V., making Ageas solely a Belgian company.

Ageas remains viable (and growing), with more than €2 billion of cash reserves and total assets of almost €100 billion. Therefore, Ageas should be financially capable of compensating its (past) shareholders in a judgment or settlement for the losses sustained by the shareholders as a result of the misinformation in the past.

The Foundation’s Plan of Action
The Foundation supports the “Inquiry Procedure” that was conducted by the Enterprise Chamber and also supports the final report that was published on June 16, 2010. The Foundation is also supporting the ongoing proceedings in front of the Enterprise Chamber and the petition of the VEB (Dutch Shareholder Association) to have a finding of mismanagement and impose sanctions.

Furthermore, the Foundation, as an Article 3:305a DCC foundation, has prepared and filed a complaint against Ageas and various others as a representative action under Dutch law in the interests of its participants, and all Fortis investors in general, seeking a determination of liability on the part of Fortis/Ageas, its management, advisors and auditors at any time.

In the meantime, Fortis and Fortis Bank both submitted a jurisdictional incident with the Utrecht District Court, and the Foundation filed its statement of defense on November 23, 2011, and Fortis and Fortis Bank filed their statements of reply on December 21, 2011.

In order to properly inform the Foundation’s participants, and other shareholders affected by Fortis’ improper communication and disclosures required under Dutch law, the Foundation will provide regular updates of its efforts and additional information on this website or via other means of communication.

Fortis Investors Who Are Encouraged To Support the Foundation
Any investor who (1) purchased shares in Fortis (ISINs: US34956J3095, BE0003801181, NL0000300838) on the open market between May 29, 2007 and October 14, 2008; (2) participated in the September 2007 Rights Issue; or, (3) participated in the June 2008 ABO, is encouraged to join the Foundation as a Participant (by June 30, 2012) and, thereby, support the Foundation’s initiatives and purpose. All investors across the world are eligible to participate in the Foundation and such participation does not carry any risk or cost with it.

As a previously pending U.S. securities class action representing all interests of all Fortis investors was dismissed in February 2010, the best, and maybe only, alternative for Fortis investors to obtain a finding of liability and potentially a settlement for compensation is to become active in the Netherlands by joining the Foundation in order to provide it with the necessary regional diversity and size to proceed on behalf of all Fortis investors, globally, in a representative fashion.