AEG Aegon Ltd

Following the closing of the transaction with a.s.r. on July 4th Aegon no longer has a regulated insurance activity in the Netherlands. At the same time, the combination with a.s.r. has resulted in a transformational shift in the geographical footprint of Aegon Group. While Aegon continues to have a part of its global asset management activities in the Netherlands, the overwhelming majority of its business activities (more than 99% of Shareholders’ equity) is outside of the Netherlands. The reality is that Aegon today is an international insurance & asset management company and no longer a Dutch company.

The transaction also has had significant regulatory implications. As a consequence of the fact that Aegon no longer has a regulated insurance business in the Netherlands, there is no legal basis for the Dutch Central Bank to continue as Aegon’s group regulator. At the same time, as long as Aegon N.V. keeps its legal seat in the European Union, Solvency II will apply to Aegon Group. Since over 99.5% of Aegon’s insurance businesses – as measured by total assets – are not located in jurisdictions where Solvency II is the governing capital framework, Aegon does not believe that it is appropriate to continue to be subject to group supervision under that framework.

If Aegon would not take action according to Solvency II regulation the role of group supervisor would be allocated to Aegon’s largest business in the EU, i.e. Spain (DGSFP). For multiple reasons we believe this alternative is not suitable. First, Aegon does not believe Solvency II is the appropriate framework for our group. Second, Spain (which represents less than 1% of Aegon’s balance sheet) is not appropriate as group supervisor. DGSFP has issued a clear statement which you can find on our website supporting supervision by the Bermuda Monetary Authority (BMA) and clarifying why it does not find itself suitable as group regulator. Third, in its statement DGSFP indicated it would revisit a number of key items of our capital management processes including the application of the internal model, which would lead to material uncertainty as to Aegon’s capital management approach.

It is for this reason that after intensive discussions with our college of supervisors and after exploring various alternatives, Aegon has decided that moving our legal seat to Bermuda to facilitate group supervision by the BMA is the most appropriate way of enabling effective group supervision compatible with the geographic footprint of Aegon Group. Aegon has agreed transitional arrangements with the BMA providing shareholders with the necessary stability in Aegon’s capital management framework while setting Aegon up for continued future success. In this context, the Aegon boards have proposed what Aegon firmly believes is a robust governance framework befitting a company with the profile and geographic footprint of Aegon based on Bermuda.

Aegon N.V.

+31 70 344 32 10

www.aegon.nl

Aegonplein 50

2591 TV The Hague

The Netherlands

PO Box 85

2591 CB The Hague

The Netherlands

Registered seat The Hague

trade register number 27076669

Aegon has engaged in an intensive engagement regarding the proposed governance with its shareholders and representative organizations throughout the summer. This has resulted in Aegon making two meaningful adjustments in order to address the concerns of some of these organizations. The response from shareholders received so far has been positive.

Despite this transformational shift in the geographical footprint of the Aegon Group and the reality of the regulatory complexity Aegon has to navigate, ISS continues to measure the governance of Aegon Ltd against typical Dutch governance arrangements and uses that as the basis for its recommendation. Aegon strongly disagrees with this approach as it is of the view a more international governance standard is a better fit for the more international profile of Aegon. Several, typically Dutch, governance items as mentioned by ISS are not compatible with the laws of our new proposed domicile Bermuda or use legal concepts that are not recognized on Bermuda.

The implied suggestion from ISS is to reverse all governance proposals that they view as detrimental and to apply the existing Dutch governance to a Bermuda based entity. In doing so, ISS does not appear to recognize the importance of the changes in the footprint of the Aegon group nor the inability or impracticability to apply Dutch legal concepts in a Bermuda context. In other words, ISS highlights a number of limited changes to shareholder rights as being negative, the totality of which, in Aegon’s view, do not warrant an “against” recommendation. This is especially true when balanced against the importance of continuity of and certainty around supervision and capital management for Aegon.