|
|
|
|
|
|
|
|
|
September 29, 2023
Press release |
Notice to U.S. shareholders
In connection with the proposed Redomiciliation, Aegon N.V. has filed with the U.S. Securities and Exchange Commission (SEC) a registration
statement on Form F-4 (Registration No. 333-273041), which became effective on July 21, 2023, that includes a U.S. Shareholder Circular that you are encouraged
to review carefully before making any decisions regarding the proposed Redomiciliation. This Convocation and Agenda with Explanatory Notes does not constitute an offer to sell or the solicitation of an offer to buy any securities and is not a
substitute for the U.S. Shareholder Circular or any other document that Aegon N.V. may file with the SEC or send to U.S. shareholders in connection with the proposed Redomiciliation. U.S. SHAREHOLDERS OF AEGON N.V. ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE FINAL U.S. SHAREHOLDER CIRCULAR, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AEGON LTD. AND THE PROPOSED REDOMICILIATION. This information is available to you without charge upon your written or oral
request. You will be able to obtain the documents free of charge at the SECs website, http://www.sec.gov. In addition, the documents may be obtained in hard copy free of charge by directing a request in writing or by telephone to Aegon N.V. at
Aegonplein 50, 2591 TV The Hague, the Netherlands; Attention: Investor Relations or by e-mail at ir@aegon.com, or by calling our agent for service in the United States of America Andrew S. Williams Telephone:
+1 443 475 3243.
Forward-looking statements
The
statements contained in this document that are not historical facts are forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking statements: aim,
believe, estimate, target, intend, may, expect, anticipate, predict, project, counting on, plan, continue, want, forecast, goal, should, would, could, is confident, will, and similar expressions as they relate to Aegon. These statements may contain
information about financial prospects, economic conditions and trends and involve risks and uncertainties. In addition, any statements that refer to sustainability, environmental and social targets, commitments, goals, efforts and expectations and
other events or circumstances that are partially dependent on future events are forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.
Aegon undertakes no obligation, and expressly disclaims any duty, to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which merely reflect company
expectations at the time of writing. Actual results may differ materially and adversely from expectations conveyed in forward-looking statements due to changes caused by various risks and uncertainties. Such risks and uncertainties include but are
not limited to the following:
|
|
|
Unexpected delays, difficulties, and expenses in executing against Aegons environmental, climate, diversity
and inclusion or other ESG targets, goals and commitments, and changes in laws or regulations affecting us, such as changes in data privacy, environmental, safety and health laws; |
|
|
|
Changes in general economic and/or governmental conditions, particularly in the United States, the Netherlands
and the United Kingdom; |
|
|
|
Civil unrest, (geo-) political tensions, military action or other
instability in a country or geographic region; |
|
|
|
Changes in the performance of financial markets, including emerging markets, such as with regard to:
|
|
|
|
The frequency and severity of defaults by issuers in Aegons fixed income investment portfolios;
|
|
|
|
The effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting
decline in the value of equity and debt securities Aegon holds; |
|
|
|
The effects of declining creditworthiness of certain public sector securities and the resulting decline in the
value of government exposure that Aegon holds; |
|
|
|
The impact from volatility in credit, equity, and interest rates; |
|
|
|
Changes in the performance of Aegons investment portfolio and decline in ratings of Aegons
counterparties; |
|
|
|
Lowering of one or more of Aegons debt ratings issued by recognized rating organizations and the adverse
impact such action may have on Aegons ability to raise capital and on its liquidity and financial condition; |
|
|
|
Lowering of one or more of insurer financial strength ratings of Aegons insurance subsidiaries and the
adverse impact such action may have on the written premium, policy retention, profitability and liquidity of its insurance subsidiaries; |
|
|
|
The effect of the European Unions Solvency II requirements, applicable equivalent solvency requirements and
other regulations in other jurisdictions affecting the capital Aegon is required to maintain; |
|
|
|
Changes affecting interest rate levels and low or rapidly changing interest rate levels; |
|
|
|
Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates;
|
|
|
|
Changes affecting inflation levels, particularly in the United States, the Netherlands and the United Kingdom;
|
|
|
|
Changes in the availability of, and costs associated with, liquidity sources such as bank and capital markets
funding, as well as conditions in the credit markets in general such as changes in borrower and counterparty creditworthiness; |
|
|
|
Increasing levels of competition, particularly in the United States, the Netherlands, the United Kingdom and
emerging markets; |
|
|
|
Catastrophic events, either manmade or by nature, including by way of example acts of God, acts of terrorism,
acts of war and pandemics, could result in material losses and significantly interrupt Aegons business; |
|
|
|
The frequency and severity of insured loss events; |
|
|
|
Changes affecting longevity, mortality, morbidity, persistence and other factors that may impact the
profitability of Aegons insurance products; |
|
|
|
Aegons projected results are highly sensitive to complex mathematical models of financial markets,
mortality, longevity, and other dynamic systems subject to shocks and unpredictable volatility. Should assumptions to these models later prove incorrect, or should errors in those models escape the controls in place to detect them, future
performance will vary from projected results; |
|
|
|
Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations;
|
|
|
|
Changes in customer behavior and public opinion in general related to, among other things, the type of products
Aegon sells, including legal, regulatory or commercial necessity to meet changing customer expectations; |
|
|
|
Customer responsiveness to both new products and distribution channels; |
|
|
|
Third-party information used by us may prove to be inaccurate and change over time as methodologies and data
availability and quality continue to evolve impacting our results and disclosures; |
|
|
|
As Aegons operations support complex transactions and are highly dependent on the proper functioning of
information technology, operational risks such as system disruptions or failures, security or data privacy breaches, cyberattacks, human error, failure to safeguard personally identifiable information, changes in operational practices or inadequate
controls including with respect to third parties with which Aegon does business may disrupt Aegons business, damage its reputation and adversely affect its results of operations, financial condition and cash flows; |
|
|
|
The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items,
including Aegons ability to complete, or obtain regulatory approval for, acquisitions and divestitures, integrate acquisitions, and realize anticipated results, and its ability to separate businesses as part of divestitures;
|
|
|
|
Aegons failure to achieve anticipated levels of earnings or operational efficiencies, as well as other
management initiatives related to cost savings, Cash Capital at Holding, gross financial leverage and free cash flow; |
|
|
|
Changes in the policies of central banks and/or governments; |
|
|
|
Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does
business; |
|
|
|
Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of or demand for
Aegons products; |
|
|
|
Consequences of an actual or potential break-up of the European monetary
union in whole or in part, or the exit of the United Kingdom from the European Union and potential consequences if other European Union countries leave the European Union; |
|
|
|
Changes in laws and regulations, particularly those affecting Aegons operations ability to hire and
retain key personnel, taxation of Aegon companies, the products Aegon sells, and the attractiveness of certain products to its consumers; |
|
|
|
Regulatory changes relating to the pensions, investment, and insurance industries in the jurisdictions in which
Aegon operates; |
|
|
|
Standard setting initiatives of supranational standard setting bodies such as the Financial Stability Board and
the International Association of Insurance Supervisors or changes to such standards that may have an impact on regional (such as EU), national or US federal or state level financial regulation or the application thereof to Aegon, including the
designation of Aegon by the Financial Stability Board as a Global Systemically Important Insurer (G-SII); |
|
|
|
Changes in accounting regulations and policies or a change by Aegon in applying such regulations and policies,
voluntarily or otherwise, which may affect Aegons reported results, shareholders equity or regulatory capital adequacy levels; |
|
|
|
Changes in ESG standards and requirements, including assumptions, methodology and materiality, or a change by
Aegon in applying such standards and requirements, voluntarily or otherwise, may affect Aegons ability to meet evolving standards and requirements, or Aegons ability to meet its sustainability and
ESG-related goals, or related public expectations; and |
|
|
|
Reliance on third-party information in certain of Aegons disclosures, which may change over time as
methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information used by Aegon, including in estimates or assumptions, may cause results to differ materially and adversely from
statements, estimates, and beliefs made by Aegon or third-parties. Moreover, Aegons disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in its business or applicable
governmental policies, or other factors, some of which may be beyond Aegons control. Additionally, Aegon may provide information that is not necessarily material for SEC reporting purposes but that is informed by various ESG standards and
frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change. |
Further details of potential risks and uncertainties affecting Aegon are described in its filings with the Netherlands Authority for the Financial Markets and
the US Securities and Exchange Commission, including the 2022 Integrated Annual Report. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, Aegon expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Aegons expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.