AEG Aegon Ltd

As filed with the U.S. Securities and Exchange Commission on June 30, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AEGON N.V.¹

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Aegonplein 50

PO Box 85

2501 CB The Hague

The Netherlands

+31-70-344-8305

(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)

Andrew S. Williams

Senior Vice President and General Counsel

Transamerica Corporation

1201 Wills Street, Suite 800

Baltimore, MD 21231

(443) 475-3243

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

We are registering the common shares of Aegon Ltd. (which is the name of the Bermuda exempted company into which Aegon N.V. will be converted following the consummation of the steps described herein) to be held by persons in the United States following the steps described herein. Dutch law currently does not facilitate a direct change of legal domicile of a Dutch public limited liability company (such as Aegon N.V.) to a jurisdiction outside the European Economic Area. As a result, Aegon as a practical matter intends to first change its legal domicile to Luxembourg, which is a jurisdiction within the European Economic Area that does facilitate a change of legal domicile to a jurisdiction outside the European Economic Area and shortly thereafter change its legal domicile to Bermuda. Therefore, the redomiciliation will occur in two principal steps expected to take place on the same day: (1) the conversion of Aegon N.V. into Aegon S.A., a Luxembourg public limited liability company (société anonyme), pursuant to which (A) Aegon N.V. will retain its legal personality without interruption and will continue to exist as Aegon S.A., and (B) the common shares of Aegon N.V. will remain issued and outstanding, and will become common shares of Aegon S.A., and (2) as soon as practicable on the same day as step (1), the subsequent conversion of Aegon S.A. into Aegon Ltd., a Bermuda exempted company with liability limited by shares, pursuant to which (A) Aegon S.A. will retain its legal personality without interruption and will continue to exist as Aegon Ltd., and (B) the common shares of Aegon S.A. will remain issued and outstanding, and will become common shares of Aegon Ltd. As a result of the steps described above, a holder of common shares of Aegon N.V. will become the holder of the same number of common shares of Aegon Ltd.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Subject to completion, dated June 30, 2023

PRELIMINARY PROSPECTUS

752,605,544 Common Shares

LETTER TO SHAREHOLDERS

Dear shareholder,

On June 30, 2023, we announced our intention to change our legal domicile from the Netherlands to Bermuda. Subsequently, Aegon’s group supervision will transfer to the Bermuda Monetary Authority, the current regulator of Aegon’s three insurance entities incorporated in Bermuda under the Transamerica name. Following the combination of our Dutch business with a.s.r., we will no longer have a regulated insurance business in the Netherlands. Under Solvency II rules, Aegon’s current supervisor, the Dutch Central Bank, or DNB, can therefore no longer remain Aegon’s group supervisor. After consulting the members of the college of supervisors, the BMA has informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda. The Solvency II Regime will continue to apply to our insurance businesses located in the European Union. Aegon’s regulated insurance entities in the US, UK, Spain, Portugal and in other jurisdictions will continue to be supervised by their current local regulators.

The change of legal domicile to Bermuda allows us to maintain our headquarters in the Netherlands and to remain a Dutch tax resident. Bermuda has a well-developed system of corporate law, enabling application of international governance standards going forward, and is a well-known location for insurance companies, including three of Aegon’s current subsidiaries. In addition, Bermuda’s regulatory regime is well recognized, having been granted equivalent status by the EU under the Solvency II regime, and by the UK under its own solvency regime. It is also considered to be a qualified jurisdiction and reciprocal jurisdiction by the U.S. National Association of Insurance Commissioners (subject to certain limitations and exceptions). While the DNB will no longer be our default group supervisor after the combination of the Dutch business with a.s.r. on the basis of the Solvency II regime, it is expected to temporarily stay on as de facto group supervisor on the basis of a delegation arrangement to be entered into with the Spanish supervisory authority, the Direccíón General de Seguros y Fondos de Pensiones, or DGSFP, prior to the change in legal domicile being completed to ensure a smooth transfer of group supervision. In the interim phase as it is anticipated now, the presence of a continued and constant delegated group supervisor therefore is expected to be ensured.

In the past two and a half years, we have worked hard to execute on the strategy as communicated to you at our capital markets day in December 2020. We have been able to deliver on many of our strategic intentions, such as sharpening our strategic focus and improving Aegon’s strategic and financial profile through enhanced operational performance and strengthening of our capital position. Completion of the transaction with a.s.r. forms a leader in the Dutch insurance market and enables Aegon to increase its focus on creating advantaged businesses in chosen markets outside the Netherlands. We believe the proposed redomiciliation will help us succeed in furthering our strategic intentions going forward as presented at our capital markets day on June 22, 2023. Upon completion of the redomiciliation to Bermuda, Aegon’s headquarters will remain in the Netherlands, Aegon will remain a Dutch tax resident and Aegon’s shares will remain listed on Euronext Amsterdam and NYSE. Aegon will continue to report under the IFRS accounting standards. Aegon is exploring the implementation of U.S. GAAP in the medium term, in addition to IFRS, so as to allow for better comparison against U.S. peers and provide long-term strategic flexibility for the Aegon Group.

We ask the Aegon general meeting of shareholders for approval of the proposed redomiciliation. The purpose of this U.S. Shareholder Circular is to ensure that Aegon’s U.S. shareholders are adequately informed of the facts and circumstances relevant to vote on the approval of the proposed redomiciliation. See “About this U.S. Shareholder Circular”.

As further explained in this U.S. Shareholder Circular, the Executive Board and the Supervisory Board of Aegon have concluded that the proposed redomiciliation is in the interest of Aegon and its stakeholders, and unanimously recommend voting in favor of the proposed redomiciliation. We encourage you to read the information included or incorporated by reference in this U.S. Shareholder Circular carefully. We hope that you will follow the recommendation of the Executive Board and Supervisory Board and vote in favor of the proposed redomiciliation.

We greatly value your support as shareholder and look forward to the Extraordinary General Meeting expected to be held on                 , 2023.

None of the Securities and Exchange Commission, any state securities commission, the Registrar of Companies of Bermuda or the Bermuda Monetary Authority has approved or disapproved the conversions and other transactions described in this U.S. Shareholder Circular, nor have they approved or disapproved of the securities to be registered under this U.S. Shareholder Circular or determined if this U.S. Shareholder Circular is accurate or complete. Any representation to the contrary is a criminal offense.

Our common shares are listed on the Euronext Amsterdam under the symbol “AGN”, and our common shares of New York registry are listed on the New York Stock Exchange under the symbol “AEG”. The common shares of Aegon Ltd. will remain listed under the same symbol after the Redomiciliation.

Investing in our common shares involves risks. See “Risk Factors” beginning on page 22 of this prospectus.

This U.S. Shareholder Circular is dated                 , 2023.

TABLE OF CONTENTS

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ABOUT THIS U.S. SHAREHOLDER CIRCULAR

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Aegon N.V. (File No. 333-                ), constitutes a prospectus of Aegon Ltd. and Aegon N.V. under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Aegon Ltd. securities to be held by persons in the United States if the redomiciliation transactions described herein are consummated. The contents of this U.S. Shareholder Circular are substantially similar to the Shareholder Circular provided separately to Shareholders of Aegon N.V. in connection with the Extraordinary General Meeting of Aegon N.V. expected to be held on                 , 2023, as modified herein in order to satisfy the requirements for registration statements specified by the SEC. This document is meant to serve solely as a prospectus in connection with such registration and is not intended as a substitute for any such Shareholder Circular provided separately to you. As foreign private issuers, Aegon N.V. and Aegon S.A. are exempt from U.S. proxy rules pursuant to Rule 3a12-3(b) under the Exchange Act, and this document is not required to comply with U.S. proxy rule requirements as a result.

Neither this U.S. Shareholder Circular nor the information herein constitutes an offer of securities under Dutch or Bermuda law, and this U.S. Shareholder Circular is not a prospectus or an offering document within the meaning of Dutch or Bermuda law and the rules of the Bermuda securities regulator or the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

This U.S. Shareholder Circular incorporates important business and financial information about Aegon that is not included in or delivered with this U.S. Shareholder Circular. You can obtain the documents incorporated by reference in this U.S. Shareholder Circular through the SEC website at http://www.sec.gov. Such information will also be available in hard copy without charge upon written or oral request by contacting Aegon at the following address and telephone number no later than                 , 2023, which is the date that is five business days before the date of the extraordinary general meeting of Aegon N.V., expected to be held on                 , 2023:

Investor Relations

Aegon N.V.

Aegonplein 50

2591 TV The Hague

The Netherlands

Tel: +31-70-344-8305

Tel: 1-443-475-3243

E-mail: ir@aegon.com

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AEGON N.V.

With roots dating back more than 175 years, Aegon N.V., through its member companies, which we collectively refer to as “Aegon” or the “Aegon Group”, is a global financial services company with its headquarters in The Hague, the Netherlands. Our common shares are listed on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., the principal market for our common shares, on which they trade under the symbol “AGN”. Our common shares, in the form of New York Registry Shares, or NYRSs, are also listed on the New York Stock Exchange under the symbol “AEG”. Holders of NYRSs hold their shares in the registered form issued by Aegon’s New York transfer agent on Aegon’s behalf. NYRSs and shares of Aegon N.V. listed on Euronext are exchangeable on a one-to-one basis and are entitled to the same rights, except that cash dividends are paid in U.S. dollars on NYRSs. Aegon operates in more than 20 countries in the Americas, Europe and Asia, and serves millions of customers. Its main markets are the United States, the Netherlands (prior to Completion of the ASR Transaction) and the United Kingdom. Aegon encourages product innovation and fosters an entrepreneurial spirit within its businesses. New products and services are developed by local business units with a continuous focus on helping people take responsibility for their financial future. Aegon uses a multi-brand, multi-channel distribution approach to meet its customers’ needs. Aegon faces intense competition from a large number of other insurers, as well as non-insurance financial services companies such as banks, broker-dealers and asset managers, for individual customers, employer and other group customers and agents and other distributors of insurance and investment products.

Aegon N.V. is a holding company. Aegon’s products and services include insurance, long-term savings, banking and asset management. Aegon’s operations are conducted through its operating subsidiaries. Aegon’s headquarters are located at Aegonplein 50, P.O. Box 85, 2501 CB The Hague, the Netherlands (telephone +31-70-344-8305; internet: www.aegon.com). The information contained in, or that can be accessed through, our website is not incorporated by reference and is not part of this U.S. Shareholder Circular.

AEGON S.A.

In connection with the Redomiciliation, Aegon N.V. will be converted into Aegon S.A., a Luxembourg public limited liability company (société anonyme) for a limited amount of time between the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time (each as defined herein) (which is expected to take place on the same day as the Luxembourg Conversion, as soon as practicable following the Luxembourg Conversion Effective Time). Throughout the Redomiciliation, Aegon will retain its legal personality without interruption and will continue to exist as Aegon S.A. and subsequently Aegon Ltd., and the shares of Aegon will remain issued and outstanding, and will become common shares of Aegon S.A. and subsequently Aegon Ltd.

AEGON LTD.

In connection with the Redomiciliation, Aegon S.A. will be converted into Aegon Ltd., a Bermuda exempted company with liability limited by shares. Throughout, Aegon will retain its legal personality without interruption and will continue to exist after completion of the Redomiciliation as Aegon Ltd., and the shares of Aegon will remain issued and outstanding, and will become common shares of Aegon Ltd. Aegon’s headquarters will remain in the Netherlands, and Aegon will remain a Dutch tax resident. Aegon Ltd. will be a holding company and Aegon’s operations will continue to be conducted through its operating subsidiaries. After consulting the members of the college of supervisors, the BMA has informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda. Aegon Ltd.’s common shares will remain listed on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., the principal market for our common shares, on which they will continue to trade under the symbol “AGN”. Aegon Ltd.’s common shares, in the form of NYRSs, will also remain listed on the New York Stock Exchange under the symbol “AEG”.

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FREQUENTLY USED TERMS

Capitalized terms used in this U.S. Shareholder Circular have the meanings given below, unless the context requires otherwise (words in the singular form include the plural form, and vice versa):

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FORWARD LOOKING STATEMENTS

The statements contained and incorporated by reference in this U.S. Shareholder Circular that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking statements: “aim,” “believe,” “estimate,” “intend,” “target,” “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 us. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. In addition, any statements that refer to our 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. We undertake no obligation 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 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:

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Further details of potential risks and uncertainties affecting us are described in our filings with the Netherlands Authority for the Financial Markets and the SEC. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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QUESTIONS AND ANSWERS ABOUT THE REDOMICILIATION

The questions and answers below highlight only selected information from this U.S. Shareholder Circular and only briefly address some potential questions about the proposed Redomiciliation. The following questions and answers do not include all the information that is important to Aegon shareholders. Shareholders are urged to read carefully this entire U.S. Shareholder Circular, including the documents referred to or incorporated by reference herein, to fully understand the proposed Redomiciliation.

Bermuda hosts many respected international insurance companies, including three of Aegon’s subsidiaries. Bermuda’s regulatory regime is well recognized, having been granted equivalent status by the EU under the Solvency II Regime, and by the UK under its own Solvency UK regime. It has also been designated as a qualified jurisdiction and reciprocal jurisdiction by the NAIC. This enables insurance companies that are regulated by the BMA to easily conduct cross-border business. Aegon’s regulated insurance entities in the U.S., UK, Spain, Portugal and in other jurisdictions will continue to be supervised by their current local regulators. In addition, Aegon’s asset management activities in the Netherlands will continue to be supervised by the AFM and the DNB.

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The change of legal domicile to Bermuda allows for continued application of the IFRS framework. In addition to the IFRS framework, Aegon is exploring the implementation of the U.S. GAAP accounting framework in the medium term to allow for better comparison against U.S. peers and provide long-term strategic flexibility for the Aegon Group. In addition, a change in legal domicile to Bermuda allows Aegon to maintain its headquarters in the Netherlands and remain a Dutch tax resident. Finally, Bermuda is a well-known location for insurance companies, including three of Aegon’s current subsidiaries, and has a well-developed corporate law system that fits Aegon’s intended governance, based on international governance standards, going forward.

Please see the section entitled “The Redomiciliation—Reasons for the Redomiciliation”.

Please see the section entitled “The Redomiciliation”.

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Pursuant to these guiding principles, the proposed governance structure of Aegon Ltd. is intended to support and strengthen Aegon’s position as an international company.

Please see the sections entitled “Description of Securities—Post-Redomiciliation Governance” and “Comparison of Aegon N.V. and Aegon Ltd. Governance”.

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For a discussion of the material Dutch tax and U.S. federal income tax considerations of the Redomiciliation, see “Taxation”, portions of which constitute the opinions of De Brauw Blackstone Westbroek N.V. and Latham & Watkins LLP, respectively.

Furthermore, Aegon may also decide to implement the Redomiciliation at another time than currently envisioned. In addition, the Executive Board in its discretion may decide to not implement the Redomiciliation at all. The Bermuda Conversion requires the customary confirmatory approval of the BMA and the Bermuda Minister of Finance acting through the Bermuda Registrar of Companies that the formalities for changing the legal domicile to Bermuda prescribed by the Companies Act have been satisfied. These approvals are expected to be obtained upon registration in Bermuda.

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For a summary of the conditions that must be satisfied prior to completion of the Redomiciliation, please see the section entitled “The Redomiciliation—Structure of the Redomiciliation—Conditions for the Redomiciliation” and “Risk Factors—The Redomiciliation may not be implemented or may not be implemented in a timely manner.”

Investor Relations

Aegon N.V.

Aegonplein 50

2591 TV The Hague

The Netherlands

Tel: +31-70-344-8305

Tel: 1-443-475-3243

E-mail: ir@aegon.com

You may also obtain additional information about Aegon from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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RISK FACTORS

Investment in any securities offered pursuant to this U.S. Shareholder Circular involves risks. You should carefully consider the risk factors incorporated by reference from our most recent Annual Report on Form 20-F, and all other information contained or incorporated by reference into this U.S. Shareholder Circular or the registration statement of which this U.S. Shareholder Circular forms a part, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement, before acquiring any of our securities. The occurrence of any of these risks might cause you to lose all or part of your investment in our securities.

Risks relating to the Redomiciliation

Currently, rights of Shareholders are governed by the laws of the Netherlands and the Articles of Association of Aegon N.V., while following the Redomiciliation, rights of Shareholders will be governed by the laws of Bermuda and the Bye-Laws of Aegon Ltd., and accordingly certain rights of Shareholders will change as a result of the Redomiciliation, which may adversely affect the position of Shareholders.

Following the Redomiciliation, the Memorandum of Association and the Bye-laws will be the constitutive documents of Aegon. These new constitutive documents and Bermuda law will contain provisions that differ from those included in the Articles of Association and the laws of the Netherlands and, therefore, certain rights as a shareholder of Aegon Ltd. may differ materially from the rights currently possessed as a shareholder of Aegon N.V. For example, under Dutch law, Shareholders have statutory pre-emptive rights with respect to the issuance of Shares of the same class (unless such pre-emptive rights have been excluded, as the General Meeting currently typically authorizes on an annual basis); Bermuda law, however, does not offer pre-emptive rights unless such pre-emptive rights are granted pursuant to the Bye-Laws or agreed contractually. Also, under Dutch law, the general meeting decides on the issuance of Shares (unless the Board has been authorized by the general meeting to do so, as the General Meeting currently typically authorizes on an annual basis), whereas, under Bermuda law, the Board may decide on Share issuances without Shareholder approval, subject to there being sufficient unissued authorized share capital. In addition, although the Bye-Laws provide for a mandatory public offer regime, Dutch law mandatory public offer rules will not apply to Aegon. Furthermore, the Dutch Corporate Governance Code will no longer apply to Aegon and Aegon does not intend to apply the Dutch Corporate Governance Code voluntarily as its governance will be based on international governance standards, reflecting the international footprint of Aegon’s business, as described in “Description of Securities—Post-Redomiciliation Governance”. See “Comparison of Aegon N.V. and Aegon Ltd. Governance” for a description of the material differences between the governance of Aegon N.V. under the Articles of Association and the laws of the Netherlands, compared to the governance of Aegon Ltd. under the Memorandum of Association and Bye-Laws and the laws of Bermuda. Such differences and other changes in the applicable law and Aegon’s constitutive documents may adversely affect the position of Shareholders.

The Redomiciliation may not be implemented or may not be implemented in a timely manner.

Completion of the Redomiciliation is contingent on factors and circumstances of which some are not, or not completely, within the control of Aegon. As a result, the Redomiciliation may not be implemented or may not be implemented according to the timeline as currently foreseen by Aegon and as included in “The Redomiciliation—Expected timetable for the principal events of the Redomiciliation”, including as a result of the following factors and circumstances:

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In addition, Aegon may also decide to implement the Redomiciliation at another time than currently envisioned. In addition, the Executive Board in its discretion may decide to not implement the Redomiciliation at all.

The change in regulatory regime involves uncertainty as to the implications, and adapting to such new regime may lead to substantial costs and require substantial time spent by Aegon’s management.

After consulting the members of the college of supervisors, the BMA informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda. The capital requirements that apply and the monitoring thereof at group level may be subject to change over time. Any additional risks associated with the regulated entities’ membership of the insurance group may be mitigated by imposing additional requirements at the individual level of the relevant insurance entities. The Solvency II Regime will continue to apply to the European insurance entities of the Aegon Group at the individual level. At the level of other individual regulated subsidiaries, Aegon’s regulated entities may be subject to additional requirements in accordance with the relevant jurisdiction’s local regulatory framework. The change in regulatory regime involves uncertainty as to the implications and adapting to such new regime may lead to substantial costs and require substantial time spent by Aegon’s management, which may adversely affect Aegon and its business.

See “Description of Securities—Post-Redomiciliation Regulatory Framework”

Changes in facts, law, policy or practice may result in adverse tax consequences to Aegon and its Shareholders in relation to the Redomiciliation and Aegon Ltd. going forward.

Certain aspects of the tax treatment of the Redomiciliation and Aegon Ltd. going forward depend on determinations of facts and interpretations of applicable tax laws for which no clear precedent or authority is available. Relevant tax laws, and case law, policies and practices on their application and interpretation are continuously under review and are subject to change, which may result in new or revised interpretation or application of relevant statutory provisions, statutory changes, revisions to regulations, policies and decrees, including the Dutch Tax Decree on the conversion of legal entities (Besluit omzetting rechtspersonen) dated April 14, 2022, and other modifications. The expected tax treatment of the Redomiciliation and Aegon Ltd. going forward may be modified by administrative, legislative or judicial interpretation or changes at any time, and any such action may apply on a retroactive or retrospective basis. This could lead to additional taxes to be paid by

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Aegon Ltd. and consequently, Aegon Ltd. may have to engage in tax litigation to defend or achieve results reflected in prior estimates, declarations or assessments which may be time-consuming and expensive.

For a discussion of the material Dutch tax and U.S. federal income tax considerations of the Redomiciliation, see “Taxation”.

Aegon Ltd. will seek to maintain its management and organizational structure in such a manner that its place of effective management would be in the Netherlands for Dutch tax law purposes. However, the determination of whether Aegon Ltd. has a presence for relevant tax purposes in a jurisdiction other than the Netherlands, is largely a question of fact, based on all relevant circumstances. Further, eligibility to relief from source taxation (such as withholding taxes) under relevant tax treaties or domestic tax law may be subject to further conditions. Changes to applicable facts and circumstances may have a bearing on the determination of whether Aegon Ltd. has a presence for relevant tax purposes in a jurisdiction other than the Netherlands and/or eligibility to relief under any tax treaty or domestic tax law.

The Redomiciliation may result in adverse tax consequences to the Shareholders

The Redomiciliation may result in adverse tax consequences to Shareholders and hence Shareholders and especially Shareholders which are resident for tax purposes in jurisdictions other than the Netherlands or the United States should consult their tax advisors regarding the tax consequences of the Redomiciliation.

For a discussion of the material Dutch tax and U.S. federal income tax considerations of the Redomiciliation, see “Taxation”.

The Redomiciliation may have an adverse effect on trading, liquidity and the price of the Common Shares on the stock exchange, as some Shareholders may not wish to hold shares of a Bermuda issuer or be invested in Aegon without its Dutch business following the ASR Transaction, and this could negatively affect trading, liquidity and the price of the Common Shares

As a result of the Redomiciliation, Aegon will have its legal domicile in Bermuda. Certain Shareholders may pursuant to their investment policies not be able to, or otherwise wish not to, hold or invest in shares of a Bermuda issuer. In addition, some Shareholders may sell their Common Shares upon the ASR Transaction closing, all of which may, as a result, have an adverse effect on trading, liquidity and the price of the Common Shares.

If Aegon ceases to be listed on an appointed stock exchange, or if the BMA withdraws its general permission, the provisions of the Bermuda Exchange Control Act 1972 and related regulation may apply to issuances and transfers of its shares to or from a non-resident of Bermuda.

The permission of the BMA is required, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of shares of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the BMA has granted a general permission. The BMA, in its notice to the public dated June 1, 2005, has granted a general permission for, among other things, the issue and subsequent transfer of any securities where any equity securities of a Bermuda company are listed on an appointed stock exchange (which includes the Euronext Amsterdam and NYSE), general permission is hereby given for the issue and subsequent transfer of any securities of the company from and/or to a non-resident, for as long as any equity securities of the company remain so listed. For so long as equity securities of Aegon remain listed on an appointed stock exchange the specific permission for the issue and transfer of its securities will not be required from the BMA pursuant to the Exchange Control Act 1972 and related regulations.

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THE REDOMICILIATION

Introduction

On June 30, 2023, Aegon announced its intention to change its legal domicile to Bermuda. Subsequently, Aegon’s group supervision will change from DNB to the BMA. Upon completion of the Redomiciliation, Aegon’s headquarters will remain in the Netherlands. Aegon will remain a Dutch tax resident and the Common Shares will remain listed on Euronext Amsterdam and NYSE.

Dutch law currently does not facilitate a direct change of the legal domicile of a Dutch public limited liability company (such as Aegon N.V.) to a jurisdiction outside the European Economic Area. In view thereof, Aegon as a practical matter intends to first change its legal domicile to Luxembourg, which is a jurisdiction within the European Economic Area that does facilitate a change of legal domicile to a jurisdiction outside the European Economic Area and shortly thereafter change its legal domicile to Bermuda. Therefore, the Redomiciliation consists of two principal steps: (i) the Luxembourg Conversion and (ii) the Bermuda Conversion, and requires two General Meetings for the approval and implementation thereof. First, the Dutch EGM will resolve on the Luxembourg Conversion and subsequently the Luxembourg EGM will resolve on the Bermuda Conversion.

This U.S. Shareholder Circular provides the background to and the strategic reasons for the Redomiciliation and the key terms thereof. The Luxembourg Conversion and the Bermuda Conversion cannot be viewed independently of each other and together constitute the Redomiciliation.

Reasons for the Redomiciliation

Background for the Redomiciliation

As a result of the ASR Transaction, the Aegon Group will no longer have a regulated insurance entity presence in the Netherlands. Under the Solvency II Regime, Aegon’s current supervisor, the DNB can therefore no longer remain Aegon’s group supervisor. After consulting the members of the college of supervisors, the BMA has informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda.

Bermuda hosts many respected international insurance companies, including three of Aegon’s subsidiaries. Bermuda’s regulatory regime is well recognized, having been granted equivalent status by the EU under the Solvency II Regime, and by the UK under its own Solvency UK regime. It has also been designated as a qualified jurisdiction and reciprocal jurisdiction by the NAIC. This enables insurance companies that are regulated by the BMA to easily conduct cross-border business. Aegon’s regulated insurance entities in the U.S., UK, Spain, Portugal and in other jurisdictions will continue to be supervised by their current local regulators. In addition, Aegon’s asset management activities in the Netherlands will continue to be supervised by the AFM and the DNB.

The change of legal domicile to Bermuda allows for continued application of the IFRS framework. In addition to the IFRS framework, Aegon is exploring the implementation of the U.S. GAAP accounting framework in the medium term to allow for better comparison against U.S. peers and provide long-term strategic flexibility for the Aegon Group. In addition, a change in legal domicile to Bermuda allows Aegon to maintain its headquarters in the Netherlands and remain a Dutch tax resident. Finally, Bermuda is a well-known location for insurance companies, including three of Aegon’s subsidiaries, and has a well-developed corporate law system that fits Aegon’s intended governance, based on international governance standards, going forward.

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Effects of the Redomiciliation

Continuation of Aegon

Aegon will retain its legal personality and will continue to exist throughout the Redomiciliation process. All assets and liabilities, rights, obligations and other legal relationships of Aegon N.V. will remain with Aegon S.A. and subsequently Aegon Ltd. without Aegon being liquidated in the process. Aegon N.V. Shares will become Aegon S.A. Shares and subsequently Aegon Ltd. Shares upon completion of the Redomiciliation and we expect the Shares will at all times continue to be outstanding without interruption and remain listed on Euronext Amsterdam and NYSE throughout the Redomiciliation process.

Group supervision

Following completion of the ASR Transaction, Aegon will no longer have a regulated insurance entity presence in the Netherlands. After an interim period during which DNB is expected to de facto continue to fulfill the role of group supervisor, DNB will no longer remain Aegon’s group supervisor. After consulting the members of the college of supervisors, the BMA has informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda. The key elements of the group supervision as to be exercised by the BMA are set out in “Description of Securities—Post-Redomiciliation Regulatory Framework”.

The remaining European regulated insurance entities in the group that are established in the EEA, will remain subject to supervision by their relevant regulators at individual level pursuant to the Solvency II Regime. Aegon’s regulated entities established in other jurisdictions will also remain subject to their relevant regulators at the individual level. In addition, subgroup supervision will be exercised by the UK Prudential Regulatory Authority with respect to entities established in the United Kingdom as subsidiaries of Aegon Europe Holding B.V. on the basis of the relevant provisions of the UK regulatory regime for insurers.

Governance

After the Redomiciliation, Aegon will be subject to Bermuda law and its governance will predominantly be determined by its Bye-Laws and Board Rules, guided by well-recognized and accepted international governance standards. Accordingly, the rights of Shareholders will be determined by Bermuda law and these governing documents.

Following the Redomiciliation, Shareholders will continue to hold the same relative equity and voting interests that they currently hold in Aegon.

The governance of Aegon Ltd. is described in “Description of Securities”. The changes in governance resulting from the Redomiciliation are described in the comparison table of governance of Aegon N.V. and Aegon Ltd., under “Comparison of Aegon N.V. and Aegon Ltd. Governance”.

Material Tax consequences

Aegon will remain a Dutch tax resident after the Redomiciliation. Aegon is not pursuing the Redomiciliation for tax reasons. The Dutch dividend withholding tax, corporate income tax and personal income tax treatment of Shareholders after the Redomiciliation is expected to generally remain the same as before the Redomiciliation. A description of Dutch tax and U.S. federal income tax considerations of the Redomiciliation is set out in “Taxation”, portions of which constitute the opinions of De Brauw Blackstone Westbroek N.V. and Latham & Watkins LLP, respectively.

Capital management

The changes in legal domicile and group supervision are not expected to have a material impact on Aegon’s capital management framework. Aegon’s capital management approach will continue to focus on capitalization of its operating units, cash capital at the holding level and gross financial leverage.

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Structure of the Redomiciliation

General overview

Dutch law currently does not facilitate a direct change of legal domicile of a Dutch public limited liability company (such as Aegon) to a jurisdiction outside the European Economic Area. Therefore, Aegon as a practical matter intends to first change its legal domicile to Luxembourg, which is a jurisdiction within the European Economic Area that does facilitate a change of legal domicile to a jurisdiction outside the European Economic Area and shortly thereafter change its legal domicile to Bermuda. As a result, the Redomiciliation comprises various steps. The two principal steps are set out below:

Upon the Luxembourg Conversion taking effect (the “Luxembourg Conversion Effective Time”), Aegon will retain its legal personality without interruption and will continue to exist as a Luxembourg company (a Luxembourg société anonyme) governed by the laws of Luxembourg. All assets and liabilities, rights, obligations and other legal relationships of Aegon N.V. will remain with Aegon S.A., and Aegon N.V. will not be liquidated in the process.

Similarly, upon the Bermuda Conversion taking effect (the “Bermuda Conversion Effective Time”), Aegon will retain its legal personality without interruption and will continue to exist as a Bermuda Ltd. governed by the laws of Bermuda. All assets and liabilities, rights, obligations and other legal relationships of Aegon S.A. will remain with Aegon Ltd., and Aegon S.A. will not be liquidated in the process.

At the Luxembourg Conversion Effective Time, all Aegon N.V. Shares will remain issued, and will become Aegon S.A. Shares pursuant to the Luxembourg Conversion. At the Bermuda Conversion Effective Time, all Aegon S.A. Shares will remain issued, and will become Aegon Ltd. Shares. Each Shareholder will eventually hold one Aegon Ltd. Share immediately after the Bermuda Conversion Effective Time for each Aegon N.V. Share held immediately prior to the Luxembourg Conversion Effective Time.

Both the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time are expected to occur on the same day – the day of the Luxembourg EGM – with the Bermuda Conversion Effective Time expected to occur as soon as practicable following the Luxembourg Conversion Effective Time. Between the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time, should markets be open for trading, the Shares may not be eligible to be traded on Euronext Amsterdam and NYSE. Each Shareholder will eventually hold one Aegon Ltd. Share immediately after the Bermuda Conversion Effective Time for each Aegon N.V. Share held immediately prior to the Luxembourg Conversion Effective Time.

Mobility Directive

The legal framework for cross-border movement of companies in the European Union is currently in the process of being changed. The European Union has adopted the Mobility Directive, which aims at facilitating such cross-border movements. However, the Mobility Directive requires implementation into national law before it takes effect and at the date of the Conversion Proposal, the Mobility Directive had not yet been implemented in Dutch law.

The Dutch Legislative Proposal includes a transitional provision that provides that the legal provisions applicable prior to the entry into force of the Dutch Legislative Proposal (the “Pre-Mobility Directive Conversion Provisions”) shall continue to apply to cross-border conversions for which the conversion proposal has been filed at the office of the Dutch Trade Register prior to the entry into force of the Dutch Legislative

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Proposal. The Conversion Proposal was filed with the Dutch Trade Register on June 30, 2023, ahead of the implementation of the Dutch Legislative Proposal, as a result of which the Luxembourg Conversion is to be implemented in accordance with the Pre-Mobility Directive Conversion Provisions, irrespective of whether the Luxembourg Conversion takes place before or after the implementation of the Dutch Legislative Proposal. In view thereof, Aegon has implemented a procedure for the Luxembourg Conversion taking into account the Pre-Mobility Directive Conversion Provisions as well as the Dutch Legislative Proposal, both to the extent practicable.

Conditions for the Redomiciliation

The Luxembourg Conversion, and therefore the Redomiciliation, will only be implemented if the Executive Board, at its full discretion, resolves to implement the Luxembourg Conversion and the Redomiciliation. The Executive Board will only resolve on the implementation of the Luxembourg Conversion and the Redomiciliation if sufficient proxies and voting instructions approving the required resolutions at the Luxembourg EGM, as determined by the Executive Board at its full discretion, have been obtained from Shareholders for the Luxembourg EGM as set out in “—Decision-making in the Dutch EGM and Luxembourg EGM—Cancellation of the Luxembourg EGM”.

The Bermuda Conversion requires the customary confirmatory approval of the BMA and the Bermuda Minister of Finance acting through the Bermuda Registrar of Companies that the formalities for changing the legal domicile to Bermuda prescribed by the Companies Act have been satisfied. These approvals are expected to be obtained upon registration in Bermuda.

Euronext Amsterdam/NYSE listing

The Common Shares will trade as Aegon N.V. Common Shares until the close of trading on the last Trading Day before the Redomiciliation and as Aegon Ltd. Common Shares on the first Trading Day after the Redomiciliation. The Common Shares will remain listed on Euronext Amsterdam and NYSE throughout the Redomiciliation process and there will be no (re-)admission to trading of Common Shares on Euronext Amsterdam and NYSE. Should the market be open for trading between the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time, the Shares may not be eligible to be traded on Euronext Amsterdam and the NYSE.

Following the Luxembourg Conversion, Aegon N.V. Shares will remain issued and become Aegon S.A. Shares at the Luxembourg Conversion Effective Time, and Shareholders will from that moment hold Aegon S.A. Shares.

Following the Bermuda Conversion, Aegon S.A. Shares will remain issued and become Aegon Ltd. Shares at the Bermuda Conversion Effective Time, and Shareholders will from that moment hold Aegon Ltd. Shares.

Any trades in Aegon N.V. Common Shares on Euronext Amsterdam (through the systems of Euroclear Nederland) or on NYSE during the period of two Trading Days ending on the day on which the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time occurs, will be settled in the form of Aegon Ltd. Common Shares. Upon completion of the Redomiciliation, it is expected that the identifiers (such as the ISIN) of the outstanding securities and financial instruments issued by Aegon will change.

Creditor Opposition

As part of the procedure for the Luxembourg Conversion, Aegon facilitates the Creditor Opposition Period, during which any Aegon N.V. creditor may file a request with the district court of The Hague opposing the Luxembourg Conversion. Creditors, employees and customers of Aegon N.V.’s subsidiaries and other stakeholders are not considered Aegon N.V. creditors and hence are inadmissible to creditor opposition proceedings. The Luxembourg Conversion will not alter the financial position of Aegon nor the requirement or ability to pay its debts. In accordance with Dutch law, in the request to the district court of The Hague, an Aegon

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N.V. Creditor must substantiate (i) that the financial position of Aegon N.V. after the Luxembourg Conversion does not provide the Aegon N.V. Creditor with sufficient safeguards that its claim will be repaid, and (ii) that it has received insufficient additional safeguards from Aegon N.V. that its debt will be paid.

If an Aegon N.V. Creditor has opposed to the Luxembourg Conversion, this may impact if and when the Luxembourg Conversion, and as a result the Redomiciliation, can and will be implemented.

Although the Pre-Mobility Directive Conversion Provisions do not provide for a creditor opposition period, Aegon has decided to facilitate the Creditor Opposition Period. Due to the lack of a statutory basis, however, Aegon cannot guarantee that the district court of The Hague will facilitate creditor opposition proceedings when lodged by Aegon N.V. creditors.

Interim Luxembourg governance

Dutch law currently does not facilitate a direct change of legal domicile of a Dutch public limited liability company (such as Aegon N.V.) to a jurisdiction outside the European Economic Area. As a result, Aegon as a practical matter intends to first change its legal domicile to Luxembourg, which is a jurisdiction within the European Economic Area that does facilitate a change of legal domicile to a jurisdiction outside the European Economic Area and shortly thereafter change its legal domicile to Bermuda. Therefore, the Redomiciliation consists of two principal steps: (i) the Luxembourg Conversion and (ii) the Bermuda Conversion, Aegon will be Aegon S.A. for a limited amount of time between the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time (which is expected to take place on the same day as the Luxembourg Conversion, as soon as practicable following the Luxembourg Conversion Effective Time). During this limited time, Aegon S.A. will be governed by Luxembourg law and the Luxembourg Articles of Association. The form of Luxembourg Articles of Association is filed as exhibit 3.2 to the registration statement. Such Articles of Association do not reflect the final governance of Aegon following the Redomiciliation; the post-Redomiciliation governance is reflected in the Bye-Laws, as further explained in “Description of Securities—Post-Redomiciliation Governance.”

Regulatory Approvals required for the Redomiciliation

As set out in “—Structure of the Redomiciliation”, the Redomiciliation will take place through a two-step cross-border conversion, where each conversion will change the legal form and legal domicile of Aegon by an amendment of its Articles of Association. Upon each conversion, Aegon continues to exist and its assets and liabilities will not be liquidated or transferred. Aegon does not need to be re-established in the respective jurisdiction of destination, i.e. in Luxembourg or Bermuda. As a result, neither the Luxembourg Conversion nor the Bermuda Conversion is expected to require Aegon to obtain a declaration of no objection from the DNB or from other regulators for the acquisition of a qualifying holding in the Aegon regulated entities. Aegon intends to keep the DNB and other relevant regulators, informed of the process and timelines for the Redomiciliation. Where applicable, Aegon will timely submit the required pre- and post-notification filings. The Bermuda Conversion requires the customary confirmatory approval of the BMA and Bermuda Minister of Finance acting through the Bermuda Registrar of Companies that the formalities for changing the legal domicile to Bermuda prescribed by the Companies Act have been satisfied.

Decision-making in the Dutch EGM and Luxembourg EGM

Dutch EGM

The vote on the Luxembourg Conversion will be subject to a two-thirds majority of the votes cast. All other voting items at the Dutch EGM will require a simple majority of votes cast.

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Luxembourg EGM

The Luxembourg EGM will vote on the Bermuda Conversion, which will also include the change of the name from “Aegon S.A.” to “Aegon Ltd.”, the approval of the Memorandum of Association and the adoption of the Bye-Laws.

The vote on the Bermuda Conversion requires a two-thirds majority of the votes cast and a quorum of half of the issued share capital.

Cancellation of the Luxembourg EGM

The Executive Board considers it in the interest of Aegon and its stakeholders to prevent that the Luxembourg Conversion is implemented without also thereafter implementing the Bermuda Conversion. Accordingly, if insufficient voting instructions and proxies have been obtained to approve the Bermuda Conversion and the related proposals at the Luxembourg EGM and to satisfy the applicable quorum requirements, the Executive Board will cancel the Luxembourg EGM and will not implement the Luxembourg Conversion. As a result, the Redomiciliation will not be implemented. In such event, Aegon would maintain its legal domicile in the Netherlands and have to re-engage with its College of Supervisors on the implications on group supervision, as the current arrangements assume an interim period followed by the Redomiciliation, with DNB expected to de facto fulfil the role of group supervisor of Aegon for the limited duration of this interim period only. The Executive Board may also resolve at its own discretion to convene a new Luxembourg EGM for a new vote on the Bermuda Conversion.

Vereniging Aegon

The board of Vereniging Aegon, pursuant to the terms of a voting undertaking agreement, dated as of June 29, 2023 between Aegon and Vereniging Aegon, shall recommend to its members to instruct the board of Vereniging Aegon to vote (i) all of its Aegon N.V. Common Shares and Common Shares B (based on one vote per 40 Aegon N.V. Common Shares B), representing approximately     % of the voting rights in Aegon N.V., in favor of the Luxembourg Conversion at the Dutch EGM and (ii) all of its Aegon S.A. Common Shares and Aegon S.A. Common Shares B in favor of the Bermuda Conversion at the Luxembourg EGM (based on one vote per 40 Aegon S.A. Common Shares B) representing approximately     % of the voting rights in Aegon S.A.

Accounting Treatment of the Redomiciliation

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Aegon N.V. as a result of the Redomiciliation. The consolidated business, capitalization, assets, liabilities and financial statements of Aegon Ltd. immediately following the Redomiciliation will be the same as those of Aegon N.V. immediately prior to the Redomiciliation.

Expected timetable for the principal events of the Redomiciliation

The dates and times given are indicative only and are based on current expectations and may be subject to change. In particular, should completion of the ASR Transaction be delayed, this could create a delay in the timetable for the Redomiciliation. In addition, other factors outside Aegon’s control may create significant delays in the timetable for the Redomiciliation or certain steps thereof or require Aegon to change the period between certain steps. If any of the stated times and/or dates change, the revised times and/or dates will be announced by Aegon in due course.

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DESCRIPTION OF SECURITIES

This section of the registration statement includes a description of the material terms of the Bye-laws and of applicable Bermuda law, which are set out in more detail in the chapter “Comparison of Aegon N.V. and Aegon Ltd. Governance”, as applicable to Aegon Ltd. The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. The description is qualified in its entirety by reference to the complete text of the Bye-laws, which are included as exhibit 3.3 to this registration statement. We urge you to read the full text of the Bye-laws.

Post-Redomiciliation Governance

After the Redomiciliation, Aegon, as a Bermuda Ltd., will be subject to Bermuda law and its governance will predominantly be determined by Bermuda law, its Bye-Laws and its Board Rules.

In preparing the Bye-Laws and the Board Rules, Aegon has taken into account the following guiding principles:

Pursuant to these guiding principles, the proposed governance structure of Aegon Ltd. is intended to support and strengthen Aegon’s position as an international company.

Following the Redomiciliation, Aegon will have a single tier board consisting of one executive member – the CEO – and eight non-executive members.

Subject to the provisions of the Companies Act and the Bye-Laws, the Board manages and conducts the business of Aegon Ltd. and is responsible for the general affairs of the Company, which includes setting the strategy of the Company. The non-executive members of the Board have an overall advisory and supervisory duty. The executive member(s) of the Board will be primarily charged with, through a delegation of such authority by the Board, Aegon Ltd.’s day-to-day operations and the developing, proposing to the Board and implementing of Aegon’s strategy.

Following the Redomiciliation, the Board will have four committees, comprising of Non-Executive Directors: the Audit Committee, the Risk Committee, the Nomination and Governance Committee and the Compensation and Human Resource Committee.

The General Meeting appoints the executive and non-executive members of the Board. If the appointment of a member of the Board is proposed by the Board, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires a two-thirds majority of the votes cast, which majority must represent more than half of the issued share capital. Members of the Board will be appointed for a term of not more than four years. A term limit of a total of 12 years applies to non-executive directors. However, for an individual case and by way of exception, the Board may, in the interest of Aegon Ltd., decide to deviate from the term limit. If the removal or suspension of a member of the Board is proposed by the Board, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires a two-thirds majority of the votes cast, which majority must represent more than half of the issued share capital.

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Shareholders of Aegon Ltd. representing at least 1% of the issued capital or 100 or more Shareholders jointly will have the right to request one or more items to be added to the agenda of a General Meeting. Shareholders representing at least 10% of the paid-up share capital may request a General Meeting. An amendment of the Bye-Laws of Aegon Ltd., setting out the governance structure of Aegon Ltd., will require the approval of the General Meeting.

In accordance with Bermuda law, the Board will be authorized to issue Aegon Ltd. Shares up to Aegon Ltd.’s authorized capital. In view thereof, the authorized capital of Aegon Ltd. will be reduced following the Redomiciliation to limit the available scope for issuances of Aegon Ltd. Shares. Furthermore, any issue of Aegon Ltd. Shares in an amount of 10% or more of Aegon Ltd.’s issued share capital requires the approval of the General Meeting, unless (i) the Board determines that the issuance of Aegon Ltd. Shares is necessary or conducive for purposes of safeguarding, conserving or strengthening the capital position of Aegon Ltd. or (ii) such Aegon Ltd. Shares are issued to a person exercising a previously granted right to subscribe for shares. As a result, for instance, any transaction which would require the issuance of more than 10% of Aegon Ltd.’s issued share capital will require approval of the General Meeting, even though under Bermuda law there is no requirement of shareholder approval for major transactions.

Under Bermuda law, the Board approves and adopts the annual accounts. However, the Board will present and discuss the annual accounts and its Board report with Shareholders annually at the Aegon Ltd. annual general meeting.

As a Bermuda Ltd., Aegon is committed to continue to consider the interests of all its stakeholders. Under Bermuda law, the members of the Board owe a fiduciary duty to Aegon to act in good faith in their dealings with or on behalf of Aegon and exercise their powers and fulfil the duties of their office honestly. The Bye-Laws, similar to the current statutory duties of the members of the Executive Board and Supervisory Board, stipulate that the Board shall take into account, among other matters, the long-term consequences of decisions, sustainability, Aegon’s reputation and the interest of all corporate stakeholders, including, amongst others, Shareholders, employees, business relations, policyholders, relations with regulators, creditors and other groups, directly or indirectly, influenced by the business of Aegon.

The Bye-Laws contain a waiver from each Shareholder and Aegon Ltd. of any claim or right of action it may have against Aegon Ltd. at any time, whether individually or by or in the right of Aegon Ltd., against any Board member on account of any action taken by such Board member or the failure of such Board member to take any action in the performance of their duties with or for Aegon Ltd. This waiver does not apply to claims arising out of fraud or dishonesty or to recover any gain, personal profit or advantage to which such Board member is not legally entitled. The Bye-Laws provide that Board members are indemnified in respect of, any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust in relation to the company or any subsidiary thereof. The indemnification does not extend to claims arising from fraud or dishonesty.

Aegon will continue to embed sustainability, inclusion and diversity within its company strategy, through the integration of environmental, social and governance (ESG) criteria in its policy and business conduct. Aegon will remain committed to a responsible way of doing business and will continue to seek to balance the increasing expectations in this respect on the part of stakeholders, including Shareholders, policyholders, customers, creditors, employees, business partners, and the wider community. The policies of Aegon relating to ESG matters that are currently in place for Aegon N.V., will continue to be in place for Aegon upon the Redomiciliation. They may be amended from time to time going forward to take into account international ESG standards and potential further changes in Aegon’s businesses. Furthermore, due to its continued listing on Euronext Amsterdam, Aegon will continue to be subject to the CSRD and its reporting requirements, ensuring substantial insight into Aegon’s corporate sustainability progress, once these come into effect.

In addition, Aegon remains committed to strengthening inclusion and diversity and ensuring its inclusion and diversity statement permeates all areas and levels of the Aegon Group. Aegon will continue to have an

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inclusion and diversity policy setting out diversity requirements and targets applicable to the Aegon Ltd. Board. Aegon will continue to adhere to the objectives regarding inclusion and diversity, as these may evolve from time to time going forward to reflect emerging best practices and standards in the jurisdictions in which the Aegon Group is active. As part of Aegon’s diversity policy, it will continue to strive for female and male representation on the Board of at least one-third of its members.

Aegon acknowledges the importance of maintaining appropriate remuneration of the Board and management of Aegon. Aegon intends to abide by remuneration guidelines that take into account Aegon’s international footprint and that are reflective of international market practices in respect of remuneration. In accordance with the Bye-Laws, these remuneration guidelines are adopted by the Board. Aegon’s current remuneration policy that came into effect on January 1, 2020, will continue to apply to Aegon’s executive director and non-executive directors, respectively, after the Redomiciliation until the end of the four-year term of the current policy on December 31, 2023. The Board will undertake a comprehensive evaluation of the remuneration structure for Aegon’s executive and non-executive directors, including a consultation of Shareholders, to arrive at the new remuneration guidelines that will come into effect on January 1, 2024.

To ensure appropriate checks and balances in relation to the remuneration of the Board, Shareholders will be offered an annual non-binding advisory vote in respect of the past year’s remuneration report, which report shall include the appropriate disclosure on the past year’s remuneration of the individual members of the Board. Aegon will take into account the outcome of such advisory vote in an appropriate manner and engage with Shareholders. Aegon will reflect on the outcome of these engagements in future remuneration reports.

As Aegon will continue to be listed on Euronext Amsterdam and NYSE, Aegon will continue to comply with the rules and regulations that apply to it by virtue of its listing on Euronext Amsterdam and those of the SEC applicable to foreign private issuers listed on a U.S. stock market, such as NYSE. As a Bermuda Ltd., however, the Dutch Corporate Governance Code will no longer apply to Aegon and Aegon will also not voluntary apply the Dutch Corporate Governance Code.

A description of the main elements of Aegon Ltd.’s envisaged governance as well as a comparison to Aegon N.V.’s current governance is included in the governance comparison table, included under “Comparison of Aegon N.V. and Aegon Ltd. Governance”. In addition, the form of Bye-Laws are filed as exhibit 3.3 to the registration statement hereto. The following paragraphs include a description of the material terms of the Bye-Laws and of applicable Bermuda law relating to the securities.

Share Capital

Immediately following the Bermuda Conversion Effective Time, the total authorized share capital of Aegon Ltd. will consist of 4,000,000,000 common shares, with a par value of EUR 0.12 per share, and 2,000,000,000 common shares B, with a par value of EUR 0.12 per share and, assuming no changes in the issued share capital between the date of this U.S. Shareholder Circular and the Bermuda Conversion Effective Time, there will be                  common shares and                  common shares B outstanding. Of the aforementioned issued shares,                  Aegon Ltd. Common Shares and                  Aegon Ltd. Common Shares B will be held by Aegon Ltd. as treasury shares and                  common shares will be held by its subsidiaries, assuming no changes in the number of treasury shares between the date of this U.S. Shareholder Circular and the Bermuda Conversion Effective Time.

All of the Aegon Ltd. Shares that will be issued and outstanding immediately following the Bermuda Conversion Effective Time will be fully paid and not subject to calls for additional payments of any kind. All of the Aegon Ltd. Shares will be registered shares. Holders of New York Shares hold their Aegon Ltd. Shares in registered form issued by Aegon Ltd.’s New York transfer agent on Aegon Ltd.’s behalf. New York Shares and shares of Bermuda registry are exchangeable on a one-to-one basis and are entitled to the same rights except that cash dividends on shares of New York registry are usually paid in U.S. dollars.

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Immediately following the Bermuda Conversion Effective Time, assuming no changes in the number of shares held in the form of NYRSs between the date of this U.S. Shareholder Circular and the Bermuda Conversion Effective Time,                  Aegon Ltd. Shares will be held in the form of New York Shares. Furthermore, there will be approximately                  record holders of our NYRSs resident in the United States.

Reduction of the Issued Capital

Subject to certain restrictions contained in the laws of Bermuda and the Bye-Laws, Aegon Ltd. may, if authorized by the General Meeting and the Board, reduce its issued share capital in any way, including by (i) extinguishing or reducing the liability on any of its shares in respect of capital not paid up, (ii) cancelling any paid-up capital that is lost or unrepresented by available assets or (iii) either with or without reducing the number of such shares paying off any paid-up capital that is in excess of the requirements of the company. Reducing the paid-up share capital of Aegon Ltd. Common Shares B also requires the approval of the meeting of holders of Aegon Ltd. Common Shares B.

Dividends

Pursuant to the Bye-Laws and subject to Bermuda law, the Board may declare dividends or make distributions out of contributed surplus to be paid to the Shareholders in proportion to the number of Aegon Ltd. Shares held by them, including such interim dividends as appear to the Board to be justified by the position of Aegon Ltd. Such dividend may be paid in cash, in any currency, or any way in kind, at the discretion of the Board. No unpaid dividend or other distributions shall bear any interest against Aegon Ltd.

Pursuant to the Bye-Laws, a Board resolution to declare a dividend requires the consenting vote of the majority of the non-executive Board members participating in the decision.

If any dividend is being declared, holders of Aegon Ltd. Common Shares B are entitled to one-fortieth (1/40) of the dividends paid on common shares.

Those who are recorded as shareholders in Aegon Ltd.’s register of shareholders on the record date specified in the resolution declaring the dividend shall be deemed to be entitled to receive such dividends. Such dividend record date and the dividend payment date are determined by the Board.

The Board may, before declaring any dividend or making a distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of Aegon Ltd. and pending such application may, also at such discretion, either be employed in the business of Aegon Ltd. or be invested in such investments as the Board may from time to time think fit.

If and when Aegon has paid any dividends in the past, it has traditionally paid interim dividends (usually in September) after the release of its six-month results and final dividends (usually in June) upon adoption of the annual accounts at the annual General Meeting.

In its capital planning and policy, Aegon aims to pay out a sustainable dividend to allow equity investors to share in its performance, which can grow over time if its performance so allows. Aegon’s plans for returning capital to shareholders are based on its actual and expected capital position within the capital management zones, the expected levels of capital generation and the expected allocation of capital to invest in Aegon’s strategy, in new business, and in the quality of its balance sheet.

After investment in new business to generate organic growth, the expected capital generation in Aegon’s operating subsidiaries is expected to be made available for distribution to the holding company, while maintaining a capital and liquidity position in the operating subsidiaries in line with Aegon’s capital management and liquidity risk policies in addition to adhering to local regulatory and statutory requirements and restrictions.

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Aegon uses the cash flows from its operating subsidiaries to pay unallocated holding expenses, including funding costs. The remaining cash flow is available to execute its strategy and to fund dividends on its shares, subject to maintaining the holding company targeted capital and liquidity in line with its capital management and liquidity risk policies. Depending on circumstances, future prospects and other considerations, the Board may elect to deviate from the aforementioned capital and liquidity measures. The Board will also take capital position, financial flexibility, leverage ratios and strategic considerations into account when declaring or proposing dividends on its shares.

While Aegon uses dividends as the primary means to distribute capital to Aegon’s shareholders, share buy-back programs are also recognized as an appropriate means to return capital.

Under normal circumstances, Aegon expects to declare a final dividend prior to the annual General Meeting and to declare an interim dividend when announcing its second quarter results. Holders of Common Shares historically have been permitted to elect to receive dividends, if any, in cash or in Common Shares, though Aegon’s intenton is to pay dividends in cash, and the decision to offer an election in cash or Common Shares is at the discretion of the Board. The relative value of cash and stock dividends may vary. The number of shares distributed as stock dividend may be repurchased by Aegon in the market in order to undo the dilution caused by the distribution of dividend in stock. Depending on circumstances, future prospects and other considerations, the Board may choose to deviate from this approach.

When planning and determining whether to declare or propose a dividend, the Board has to balance prudence with offering an attractive return to shareholders. This is particularly important during adverse economic and/or financial market conditions. Furthermore, Aegon Ltd.’s operating subsidiaries are subject to local insurance regulations that could restrict dividends to be paid to it. There is no requirement or assurance that Aegon Ltd. will declare and pay any dividends.

Aegon Ltd. will pay cash dividends on shares of New York registry in U.S. dollars through Citibank, N.A., its NYSE paying agent, based on the foreign exchange reference rate (WM/Reuters closing spot exchange rate fixed at 5.00 pm Central European Summer Time (CEST)) on the U.S. ex-dividend day.

Voting Rights and Appointment of Board

Voting Rights

Both the Aegon Ltd. Common Shares and Aegon Ltd. Common Shares B have one vote per share.

General Meeting of Shareholders

All holders of Aegon Ltd. Shares will be entitled to attend personally or by proxy any General Meeting upon compliance with the procedures described below. The shares of both classes offer equal full voting rights. All Aegon Ltd. Shares are entitled to one vote for each Aegon Ltd. Share represented at the meeting. Shareholders representing at least 10% of the paid-up share capital may request a General Meeting.

The Voting Rights Agreement that is currently in effect between Aegon N.V. and Vereniging Aegon and will immediately following the Bermuda Conversion Effective Time continue to be in effect between Aegon Ltd. and Vereniging Aegon, as amended to reflect that Bermuda law will become the governing law of the agreement, provides that under normal circumstances, i.e. except in the event of a “Special Cause”, Vereniging Aegon will not be able to exercise more votes than is proportionate to the financial rights represented by its shares. This means that in the absence of a “Special Cause” Vereniging Aegon has agreed to cast one vote for every Aegon Ltd. Common Share it holds and one vote for every 40 Aegon Ltd. Common Shares B it holds. A “Special Cause” includes the acquisition of a 15% or more interest in Aegon Ltd., a tender offer for Aegon Ltd. Shares or a proposed business combination by any person or group of persons whether individually or as a group, other

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than in a transaction approved by the Board. If, in its sole discretion, Vereniging Aegon determines that a “Special Cause” exists, Vereniging Aegon will notify the General Meeting and retain its right to exercise the full voting power of one vote per Aegon Ltd. Common Share B for a limited period of six months.

A General Meeting is required to be held at least once every year. General Meetings are called by the Board. Furthermore, Shareholders representing at least ten percent of the paid-up share capital can request a General Meeting. If the Board has not taken steps necessary to convene a meeting within 21 days of the requisition, the Shareholders may themselves convene a meeting, to be held within three months of the requisition.

Pursuant to the Bye-Laws, General Meetings can be held in Bermuda, elsewhere or digitally, at the choice of the Board. Pursuant to the Bye-Laws, in relation to any General Meeting, the Board may specify in the notice of the meeting or in any document sent to Shareholders by or on behalf of the Board in relation to the meeting, the record date which shall not be more than 60 business days before the date fixed for the meeting. In such case, notwithstanding any provision in the Bye-Laws to the contrary, each person entered in Aegon Ltd.’s register of shareholders at the record date as a Shareholder shall be entitled to attend and to vote at the relevant meeting and to exercise all of the rights or privileges of a Shareholder in relation to that meeting in respect of the Aegon Ltd. Shares registered in their name at the record date.

Resolutions are adopted at General Meetings by a simple majority of the votes cast unless a greater majority is provided by law or by the Bye-Laws. Resolutions may be adopted if a quorum is present. The quorum for a General Meeting is set at 1/3 of the paid-up share capital.

Major Shareholders of Aegon Ltd.

At the date of this U.S. Shareholder Circular, Vereniging Aegon is, and immediately following the Bermuda Conversion Effective Time, will continue to be Aegon’s largest shareholder, holding approximately     % of the Aegon Ltd. Common Shares and 100% of Aegon Ltd. Common Shares B, assuming no changes in the issued share capital and in the holdings of Vereniging Aegon between the date of this U.S. Shareholder Circular and the Bermuda Conversion Effective Time. This translates to a shareholding of Vereniging Aegon of     % of the issued share capital of Aegon and exercising in ordinary course     % of the voting rights in Aegon, assuming no changes in the issued share capital and in the holdings of Vereniging Aegon between the date of this U.S. Shareholder Circular and the Bermuda Conversion Effective Time.

Pursuant to the 1983 Amended Merger Agreement and the Voting Rights Agreement, entered into between Aegon and Vereniging Aegon, certain voting arrangements are in place, as set out in more detail in the section “Major Shareholders” in Aegon’s annual report and incorporated by reference herein.

The main voting arrangement included in the Voting Rights Agreement is that, in the event of a “Special Cause”, Vereniging Aegon may exercise its full voting rights over its Aegon Ltd. Common Shares B. Vereniging Aegon’s voting rights will increase to approximately 32.6% for up to six months per Special Cause. Vereniging Aegon is a membership association under Dutch law. One of the principal characteristics of a membership association is that it has no share capital. The objective of Vereniging Aegon is the balanced representation of the interests of Aegon Ltd. and all of its stakeholders, Aegon Group companies, insured parties, employees and other constituencies of the Aegon Group. The table below shows the expected ownership percentage of Vereniging Aegon, immediately following the Bermuda Conversion Effective Time, assuming no changes in the issued share capital and in the holdings of Vereniging Aegon between the date of this U.S. Shareholder Circular and the Bermuda Conversion Effective Time.

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Vereniging Aegon has two administrative bodies: the general meeting of members and the executive committee. As of the date of this U.S. Shareholder Circular, the general meeting of members consisted of nineteen (19) individuals who were elected as members of Vereniging Aegon. The majority of the voting rights is with the seventeen (17) members not being employees or former employees of Aegon or one of the Aegon Group companies, nor current or former members of the Board. Those members represent a broad cross-section of Dutch society, and are called elected members.

As of the date of this U.S. Shareholder Circular, the executive committee of Vereniging Aegon consisted of seven (7) members. Five (5) of those members, including the chairman and vice-chairman, are not nor have ever been, related to Aegon. The other two members are also members of the Executive Board, one of whom will immediately following the Bermuda Conversion Effective Time, be a member of the Board. Resolutions of the executive committee, other than with regard to amendment of the articles of association of Vereniging Aegon, require an absolute majority of votes. When a vote in the executive committee results in a tie, the general meeting of members has the deciding vote. Amendments of the articles of association of Vereniging Aegon require an unanimous proposal from the executive committee of Vereniging Aegon (including consent of the two representatives of Aegon Ltd.). In case the amendment concerns the number or the authority of the two members of the Vereniging Aegon/the executive committee of the Vereniging Aegon who are also members of the Board, separate approval of Aegon Ltd. is required. These special requirements do not apply in the event of a hostile change of control at the General Meeting, in which event Vereniging Aegon may amend its articles of association without the cooperation of the two members of the Board.

Given the importance of Vereniging Aegon as a stakeholder of Aegon and its purpose to ensure a balanced representation of the direct and indirect interests of Aegon and of companies with which Aegon forms a group, of insured parties, employees, shareholders and other related parties of these companies, Aegon considers it important that the position of Vereniging Aegon is maintained.

Accordingly, following the Redomiciliation, the governance position of and arrangements with Vereniging Aegon are intended to remain materially unchanged. The current voting arrangements with Vereniging Aegon will be continued, under the Voting Rights Agreement and the Amended 1983 Merger Agreement as well as under the Bye-Laws, as amended to reflect that Bermuda law and the relevant provisions of the Bye-Laws.

Composition of the Board.

Aegon Ltd. will have a single tier board structure, comprising both executive and non-executive directors. The Board determines the number of executive directors and non-executive directors, provided that the majority of the Board shall consist of non-executive directors. Members of the Board are nominated by the Board and appointed by the General Meeting. If the members of the Board are to be appointed upon a nomination by the Board, the resolution of the General Meeting requires a simple majority of the votes cast. The General Meeting may, in addition, bring forward a resolution to appoint someone not nominated by the Board, in which case the General Meeting resolution requires a two-thirds majority of votes cast, representing at least one half of Aegon Ltd.’s issued capital.

Board members are appointed for a term of not more than four years. A term limit of a total of 12 years applies to non-executive directors. However, for an individual case and by way of exception, the Board may, in the interest of Aegon Ltd., decide to deviate from the term limit.

If the removal or suspension of a Board member is proposed by the Board, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires a two-thirds majority of the votes cast, which majority must represent more than half of the issued share capital.

The Board may fill a vacancy that arises at its own discretion, such appointment to be ratified at the next General Meeting.

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The Board and each executive director individually may represent Aegon Ltd.

Shareholder Proposals.

Shareholders who, alone or jointly, represent at least one percent of the issued capital or 100 or more Shareholders jointly, have the right to request of the Board that items be placed on the agenda of a General Meeting and that statements of not more than 1000 words with respect to the matter referred to in the proposed agenda item are sent to the Shareholders entitled to receive notice of that meeting. A requisition made by a Shareholder requiring notice of a resolution must be received by Aegon Ltd. not less than six weeks before the meeting. Matters that are not reserved for, or do not require a shareholder’s resolution pursuant to law or the Bye-Laws, may only be included as a non-binding discussion item.

Amendment of Memorandum of Association and Bye-Laws.

Pursuant to Bermuda law and the Bye-Laws, an amendment to the memorandum of association of Aegon Ltd. requires the approval of the Board and the General Meeting. The Bye-Laws provide that the Board resolves on an amendment of the Bye-Laws. In order for such amendment to take effect, it must be approved by the General Meeting.

Under Bermuda law, Shareholders who, alone or jointly, represent at least 20% of Aegon Ltd.’s issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by the General Meeting, other than an amendment which alters or reduces Aegon Ltd.’s share capital as provided in Bermuda law. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering Aegon Ltd.’s memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by Shareholders voting in favor of the amendment.

Financial Statements.

The General Meeting annually adopts Aegon Ltd.’s financial statements with respect to the previous calendar year.

Liquidation Rights

A winding-up of Aegon Ltd. requires approval by the Board and the General Meeting. In the event of a winding-up of Aegon Ltd., the liquidator may, with the approval of the General Meeting, divide amongst the Shareholders in specie or kind the whole or any part of the assets of Aegon Ltd. and may for such purposes set such values as it deems fair upon any property to be divided. The liquidator may furthermore, with the approval of the General Meeting, determine how such division shall be carried out between the Shareholders or different classes of Shareholders, provided that any distributions on Aegon Ltd. Common Share B shall be 1/40th of the distributions on a common share. The liquidator may, with approval of the General Meeting, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the approval of a subsequent General Meeting, shall think fit, but in such way that no shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

Issuance of Shares and Preemptive Rights

Pursuant to the Bye-Laws, the Board is, at its sole discretion, authorized to issue shares up to the authorized share capital amount at such terms and conditions as the Board may determine. The issuance of Aegon Ltd. Common Shares B is subject to the prior approval of the meeting of holders of Aegon Ltd. Common Shares B.

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Holders of Aegon Ltd. Common Shares do not have any pre-emptive rights by virtue of law or the Bye-Laws, but the Board is authorized to grant such rights to Shareholders at the occasion of a share issuance. Pursuant to the Bye-Laws, holders of Aegon Ltd. Common Shares B will have pre-emptive rights in relation to the issuance, allotment or offer of Aegon Ltd. Common Shares B.

The Board is authorized to issue Aegon Ltd. Shares for a nominal amount of less than 10% of Aegon Ltd.’s issued share capital. Any issuance of Aegon Ltd. Shares for a nominal amount of 10% or more of Aegon Ltd.’s issued share capital requires the approval of the General Meeting, unless (i) the Board determines that the issuance of Aegon Ltd. Shares is necessary or conducive for purposes of safeguarding, conserving or strengthening the capital position of Aegon Ltd. or (ii) such Aegon Ltd. Shares are issued to a person exercising a previously granted right to subscribe for shares.

Pursuant to the Bye-Laws, any transaction which would require the issuance of more than 10% of Aegon Ltd.’s issued share capital will require shareholder approval.

Repurchase by Aegon Ltd. of its Own Shares

In accordance with the Bye-Laws, the Board may, at its discretion, authorize the purchase by Aegon Ltd. of its own shares, of any class, at any price (whether at par or above or below par). Any Aegon Ltd. Shares to be repurchased may be selected in any manner whatsoever, upon such terms as the Board may in its discretion determine, provided always that such purchase is effected in accordance with the provisions of Bermuda law. The whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by law. Aegon Ltd. may not effect a repurchase of its own shares may if, on the date on which the repurchase is to be effected, there are reasonable grounds for believing that Aegon Ltd. is, or after the repurchase would be, unable to pay its liabilities as they become due.

Any shares repurchased by Aegon Ltd. may be cancelled, or held by Aegon Ltd. as treasury shares.

Mergers and Amalgamations

Any amalgamation or merger of Aegon Ltd. requires approval by the Board and the General Meeting.

In the event of an amalgamation or merger of Aegon Ltd., a Shareholder who did not vote in favor of the amalgamation or merger and is not satisfied that fair value has been offered for such Shareholder’s Aegon Ltd. Shares may, within one month of notice of the General Meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those Aegon Ltd. Shares.

Under Bermuda law, Shareholders who individually or jointly hold at least 95% of the issued and outstanding share capital of Aegon Ltd. may give notice to the remaining Shareholders and require the remaining Shareholders to sell their remaining Aegon Ltd. Shares subject to the terms set out in the notice, unless the remaining Shareholders apply to the Supreme Court for an appraisal.

Pursuant to the Bye-Laws, any person who alone or in concert with others, directly or indirectly acquires 30% or more of Aegon Ltd.’s voting rights, except as a result of certain permitted acquisitions, must without delay make a public announcement thereof and must within 30 days make a general offer to all holders of shares in accordance with the Bye-Laws. Where a person does not make such offer within the prescribed time frame, such person in breach of the Bye-Laws and the Board may take several actions as set out in the Bye-Laws, including a suspension of voting rights or rights to dividends.

Transfer Agent

The transfer agent for the NYRSs will be Citibank, N.A.

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Post-Redomiciliation Regulatory Framework

The summary below of the regulation of Aegon following the Redomiciliation is meant to be read together with the section entitled “Regulation and Supervision” in our Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated by reference in this registration statement on Form F-4, as well as the risk factor herein under the heading “Risk Factors—Risks Relating to the Redomiciliation—The change in regulatory regime involves uncertainty as to the implications, and adapting to such new regime may lead to substantial costs and require substantial time spent by Aegon’s management”. Capitalized terms used in this section but not defined herein shall have the meanings ascribed to such terms in our Annual Report on Form 20-F for the year ended December 31, 2022.

Supervisory framework and qualification

As a result of the ASR Transaction, there will be no remaining insurance or reinsurance entities of Aegon established in the Netherlands. Insurance presence in the European Union will be limited to Aegon’s insurance activities in Spain and Portugal. The updated group structure following the ASR Transaction will have an impact on the regulatory framework applicable to the Aegon Group, which is currently subject to the Solvency II Regime and has DNB as its group supervisor. In the interim period between the closing of the ASR Transaction and the Redomiciliation, the DGSFP is allocated the role of group supervisor by default in accordance with the Solvency II Regime. The DGSFP, in cooperation with DNB and after informing EIOPA, is expected to delegate the tasks and responsibilities pertaining to its role as group supervisor to DNB for a predefined period, which is expected to cover duration of the interim time period. This would allow DNB to de facto continue its group supervision of Aegon until completion of the Redomiciliation on the basis of this delegation arrangement. The delegation arrangement between DNB and the DGSFP will provide a temporary solution for group supervision. Should the Redomiciliation not be implemented or take longer than currently expected, Aegon will have to re-engage with its College of Supervisors on the implications on group supervision as the currently envisaged arrangements assume a limited duration of the interim period between the Transaction and the Redomiciliation and therefore of the exercise of de facto group supervision by DNB on the basis of the delegation arrangement (see also “The Redomiciliation—Decision-making in the Dutch EGM and Luxembourg EGM—Cancellation of the Luxembourg EGM”).

After the Redomiciliation, the Solvency II Regime will remain applicable to the local remaining insurance entities in the EEA, being the Spanish and Portuguese insurance entities. As Bermuda is deemed equivalent from a Solvency II Regime perspective, the college of supervisors of Aegon will refer to the BMA for the exercise of group supervision, as a result of which only single-entity level Solvency II Regime supervision will remain in respect of Aegon’s regulated EEA insurance entities. In addition Aegon Europe Holding B.V. and its UK subsidiaries will be subject to subgroup supervision of the UK Prudential Regulation Authority. At the overall Aegon Group level, i.e. from Aegon’s top holding company downwards (following the Redomiciliation, Aegon Ltd.), group supervision is expected to be exercised by the BMA and, accordingly, the relevant Bermuda laws and regulations concerning group supervision will apply at the consolidated level.

The Bermuda Insurance Act 1978 and related regulations, which are reflective of international developments and the principles for insurance group supervision by the International Association of Insurance Supervisors (IAIS), provide the BMA with broad authority in its role as group supervisor in order to, amongst other things, (i) coordinate the gathering of information and dissemination of relevant or essential information for going concerns and emergency situations (including information which is important for the supervisory task of other competent authorities), (ii) review and assess the financial situation of the group, (iii) assess the compliance with the rules on solvency and on risk concentration and intra-group transactions of the group, (iv) assess the system of governance of the group, (v) plan and coordinate supervisory activities in cooperation with other competent authorities concerned, (vi) coordinate any enforcement action against the group and its members and (vii) plan and coordinate meetings of the college of supervisors of the Aegon group. At the level of individual regulated subsidiaries, there will be no change in the applicable regulatory regime and legal requirements as a result of the Redomiciliation of Aegon’s top holding company.

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Aegon is expected to retain its designation as an Internationally Active Insurance Group in accordance with the principles of the ComFrame and will continue to engage with the global IAIS and ComFrame.

Aegon’s post-Redomiciliation capital management framework

The change in group supervision will not have a material impact on Aegon’s capital management approach, which will continue to focus on the capitalization of its operating units, Cash Capital at the Holding and gross financial leverage.

Aegon expects its group solvency ratio and surplus under the Bermuda solvency framework to be broadly in line with that under the Solvency II Regime during a transition period until the end of 2027. The method to translate Transamerica’s capital position into the group solvency position will also be similar to the current methodology. After the transition period, Aegon will fully adopt the Bermudian solvency framework.

Aegon anticipates that its debt instruments that are currently grandfathered under the Solvency II Regime will remain so until the end of 2025. In addition, Aegon’s debt instruments will continue to be subject to existing triggers for mandatory deferral or cancellation of interest payments or conversion into equity, based on the group solvency ratio.

Aegon’s future debt structure and refinancing decisions will remain primarily driven by economic considerations, taking into account investor expectations, market circumstances, regulatory requirements, and rating agency considerations.

Regulation of an Insurance Holding Company

Following the ASR Transaction and the Redomiciliation, Aegon will be a Bermuda exempted company with liability limited by shares. Aegon will continue to be a holding company and Aegon’s operations will continue to be conducted through its operating subsidiaries.

In addition to BMA acting in a supervisory capacity for Aegon Group following the Redomiciliation, the Bermuda Insurance Act 1978 (the Bermuda Insurance Act) (the “Insurance Act”) will continue to regulate the insurance business of Aegon’s Bermuda-domiciled insurance subsidiaries.

Regulation of an Insurance Group

Many insurers, including Aegon, operate within a group structure. An insurance group, in accordance with the Bermuda regulatory framework, is two or more affiliated entities, one or more of which conducts insurance business. Aegon and (except as otherwise excluded with regulatory approval) its affiliates, including its insurance interests, are included within the holding company system for purposes of certain supervision requirements. See “—Supervisory framework and qualification”.

Internationally Active Insurance Groups and the Common Framework for the Supervision of Internationally Active Insurance Groups

In November 2019, the International Association of Insurance Supervisors (IAIS) adopted the Common Framework for the Supervision of Internationally Active Insurance Groups (ComFrame). ComFrame establishes supervisory standards and guidance applicable to entities that meet the IAIS’s criteria for internationally active insurance groups (IAIGs) and that are so designated by their group-wide supervisor. Under ComFrame, an IAIG is defined as an insurance group which has (1) premiums written in three or more jurisdictions, with the percentage of gross premiums written outside the home jurisdiction comprising at least 10% of the group’s total gross written premiums, and (2) based on a rolling three-year average, total assets of at least $50 billion, or gross written premiums of at least $10 billion. ComFrame establishes international standards for the designation of a

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group-wide supervisor for each IAIG and for the imposition of a group capital requirement applicable to an IAIG in addition to the current legal entity capital requirements imposed by relevant insurance laws and regulations. ComFrame also includes uniform standards for insurer corporate governance, enterprise risk management and other control functions and resolution planning. Aegon Ltd. will be appointed as the Head of the IAIG pursuant to Section 27I of the Bermuda Insurance Act.

Group Governance

The Board will be required to establish and effectively implement corporate governance policies and procedures, which must be periodically reviewed to ensure they continue to support the overall organizational strategy of Aegon Group. In particular, the Board must:

Insurance Code of Conduct

In August 2022, the BMA published a revised version of the Insurance Code of Conduct (“Insurance Code”). Overall, the amendments aim to improve and enhance the Insurance Code and its application, while at the same time incorporating various administrative changes. The most substantive changes to the Insurance Code relate to:

The Insurance Code, as amended, came into force on September 1, 2022. Bermuda insurers and insurance groups are required to be compliant with sections 1 through 7 of the Insurance Code by September 1, 2023 and applicable parts of section 8 of the Insurance Code by March 1, 2023.

Policyholder Priority

The Insurance Act provides for the prior payment of policyholders’ liabilities ahead of general unsecured creditors in the event of the liquidation or winding up of an insurer. Accordingly, subject to certain statutorily preferred debts, the insurance debts of an insurer must be paid in priority to all other unsecured debts of the insurer. Insurance debt is defined as a debt to which an insurer is or may become liable pursuant to an insurance contract, excluding debts owed to an insurer under an insurance contract where the insurer is the person insured.

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Economic Substance Act

Pursuant to the Economic Substance Act 2018 (as amended) of Bermuda (the “ES Act”) effective as of January 1, 2019, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda (i.e. not designated by the European Union as a non-cooperative jurisdiction for tax purposes; any such entity, a “non-resident entity”) that carries on as a business any one or more of the “relevant activities” referred to in the ES Act must comply with certain economic substance requirements.

Aegon is carrying on relevant activities for the purposes of the ES Act however for so long as it remains tax resident in the Netherlands it will not be required to comply with such economic substance requirements save that it will be required to file an annual declaration making its claim of tax residency and providing evidence to support that claim. The ES Act requires in-scope entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda and perform core income-generating activities in Bermuda. The list of “relevant activities” includes carrying on any one or more of: banking, insurance, fund management, financing and leasing, headquarters, shipping (defined to include passenger cruise ships), distribution and service centers, intellectual property and holding entities.

Cyber Code and Reporting Events

In October 2020, the BMA issued the Insurance Sector Operational Cyber Risk Management Code of Conduct (“Cyber Code”) which applies to all registered insurers, insurance managers and intermediaries (e.g. agents, brokers, insurance market place providers). The Cyber Code establishes duties, requirements, standards, procedures and principles to be complied with in relation to operational cyber risk management and is designed to promote the stable and secure management of information technology systems of regulated entities. The Cyber Code defines a cyber reporting event as being any act that results in the unauthorized access to, disruption or misuse of the electronic systems or information stored on such systems of a licensed undertaking, including any breach of security leading to the loss or unlawful destruction or unauthorized disclosure of or access to such systems or information, where (i) a cyber reporting event has the likelihood of adversely impacting policyholders or clients; (ii) an insurer has reached a view that there is a likelihood that loss of its system availability will have an adverse impact on its insurance business; (iii) an insurer has reached the view that there is a likelihood that the integrity of its information or data has been compromised and may have an adverse impact on its insurance business; (iv) an insurer has become aware that there is a likelihood that there has been unauthorized access to its information systems whereby such would have an adverse impact on its insurance business; or (v) an event has occurred for which a notice is required to be provided to a regulatory body or governmental agency. Cyber reporting events are only reportable to the BMA where the event results in a significant adverse impact to the regulated entity’s operations, their policyholders or clients.

Fit and Proper Controllers

The BMA maintains supervision over the controllers (as defined herein) of all Bermuda registered insurers. For so long as shares of Aegon are listed on the NYSE, Euronext Amsterdam or another recognized stock exchange, the Insurance Act requires that the BMA be notified in writing within 45 days of any person becoming, or ceasing to be, a controller.

A controller includes (i) the managing director of the registered insurer or its parent company; (ii) the chief executive of the registered insurer or of its parent company; (iii) a shareholder controller (as defined below); and (iv) any person in accordance with whose directions or instructions the directors of the registered insurer or of its parent company are accustomed to act. All registered insurers are required to give written notice to the BMA of a change in controller(s) within 45 days of becoming aware of such change. The BMA may object to a controller and require the controller to reduce its shareholdings and direct, among other things, that voting rights attaching to the shares shall not be exercisable.

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The definition of shareholder controller generally refers to (i) a person who holds 10% or more of the shares carrying rights to vote at a shareholders’ meeting of the registered insurer or its parent company, or (ii) a person who is entitled to exercise 10% or more of the voting power at any shareholders’ meeting of such registered insurer or its parent company, or (iii) a person who is able to exercise significant influence over the management of the registered insurer or its parent company by virtue of its shareholding or its entitlement to exercise, or control the exercise of, the voting power at any shareholders’ meeting.

In addition, all Bermuda insurers (and, in respect of the parent company of an insurance group) are required to give the BMA written notice of the fact that a person has become, or ceased to be, a controller or officer of the registered insurer within 45 days of becoming aware of such fact. An officer in relation to an insurer or the parent company of an insurance group includes a director, chief executive or senior executive performing the duties of underwriting, actuarial, risk management, compliance, internal audit, finance or investment matters.

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COMPARISON OF AEGON N.V. AND AEGON LTD. GOVERNANCE

The table summarizes the main elements of the governance of Aegon N.V. and the governance of Aegon Ltd. following the Redomiciliation. The summary as set forth herein is qualified in its entirety by reference to the full text of the Articles of Association (with regard to Aegon N.V.) and the Memorandum of Association and Bye-Laws (with regard to Aegon Ltd.). This summary does not constitute legal advice and should not be regarded as such.

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MAJOR SHAREHOLDERS

We are incorporating by reference the information set forth under “Item 7. Major Shareholders and Related Party Transactions-A. Major Shareholders” in our Annual Report on Form 20-F for the year ended December 31, 2022.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are incorporating by reference the information set forth under “Item 5. Operating and Financial Review and Prospects ” in our Annual Report on Form 20-F for the year ended December 31, 2022.

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BUSINESS

We are incorporating by reference the information set forth under “Item 4. Information on the Company” in our Annual Report on Form 20-F for the year ended December 31, 2022.

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MANAGEMENT

We are incorporating by reference the information set forth under “Item 6. Directors, Senior Management and Employees” in our Annual Report on Form 20-F for the year ended December 31, 2022.

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RELATED PARTY TRANSACTIONS

We are incorporating by reference the information set forth under “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions” in our Annual Report on Form 20-F for the year ended December 31, 2022.

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TAXATION

Material Dutch tax consequences to Shareholders after completion of the Redomiciliation

This section is intended as a summary of the material Dutch and U.S. federal tax consequences for Aegon and Shareholders in respect of the Redomiciliation. Aegon is not pursuing the Redomiciliation for tax reasons. The statements below are based on current law, policy and practice, which are each subject to change at any time, possibly with retroactive or retrospective effect. Furthermore, the discussion below is not exhaustive and relates only to the material tax consequences of the Redomiciliation. Shareholders should consult their tax advisors regarding the particular tax consequences to them of the Redomiciliation.

Material Dutch tax consequences to Shareholders after completion of the Redomiciliation

The Dutch dividend withholding tax, corporate income tax and personal income tax treatment of Shareholders after the Redomiciliation is expected to generally remain the same as before the Redomiciliation.

Material Dutch tax consequences to Aegon and its Shareholders of the Redomiciliation

In connection with the filing of Aegon’s registration statement on Form F-4, De Brauw Blackstone Westbroek N.V., special Netherlands tax counsel to Aegon, has delivered a tax opinion to Aegon to the effect that the statements below, to the extent that they constitute descriptions or summaries of Dutch tax law or legal conclusions with respect thereto, are the opinion of De Brauw Blackstone Westbroek N.V. with respect to the material Dutch tax consequences to Aegon and its Shareholders of the Redomiciliation. Such tax opinion of De Brauw Blackstone Westbroek N.V. is based on factual and on certain customary qualifications, assumptions and limitations. Subject to the qualifications, assumptions and limitations set forth herein and in such tax opinion of De Brauw Blackstone Westbroek N.V., which is filed as Exhibit 8.2 to the registration statement of which this prospectus forms a part, the discussion under this section “Material Dutch tax consequences to Aegon and its Shareholders of the Redomiciliation” represents the opinion of De Brauw Blackstone Westbroek N.V. with respect to the material Dutch tax consequences to Aegon and its Shareholders of the Redomiciliation. In addition, if any of the representations or assumptions upon which the opinion is based are inconsistent with the actual facts, the Dutch tax consequences to Aegon and its Shareholders of the Redomiciliation could be different from those described below, and Aegon and its Shareholders could be adversely affected.

The Luxembourg Conversion is not a taxable event for Aegon or its Shareholders for Dutch corporate income tax, Dutch dividend withholding tax and Dutch personal income tax purposes. Support for this view may be found in paragraph 11.1 of the updated Decree on the conversion of legal entities (Besluit omzetting rechtspersonen) dated April 14, 2022, which approves, to the extent needed to address any uncertainty, that a cross-border conversion of a Dutch public company (naamloze vennootschap) shall not be treated as a taxable event if it is converted into a foreign entity (i) governed by the laws of a Member State of the European Union or EEA, (ii) having its registered office, central administration or principal place of business within the European Union or EEA; and (iii) sufficiently similar to a Dutch public company (naamloze vennootschap) or limited liability company (besloten vennootschap).

Furthermore, the subsequent Bermuda Conversion is not a taxable event for Aegon or its Shareholders for Dutch corporate income tax, Dutch dividend withholding tax and Dutch personal income tax purposes. Support for this view may be found in paragraph 10.1 of the updated Decree on the conversion of legal entities (Besluit omzetting rechtspersonen) dated April 14, 2022, which provides that no taxable event occurs for Dutch tax purposes if, in the case of a conversion of a company governed by foreign law into another company governed by foreign law, the existence of that company is not terminated and there is no transfer of assets or liabilities.

Material U.S. Federal Income Tax Consequences to U.S. Holders of the Redomiciliation

The following discussion sets forth the material U.S. federal income tax consequences arising as a result of the Redomiciliation to U.S. holders (as defined below) of Aegon N.V. Shares, which remain issued and become

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Aegon Ltd. Shares as a result of the Redomiciliation, and assumes the Redomiciliation is implemented as described in this U.S. Shareholder Circular. This discussion does not address all U.S. federal income tax matters that may be relevant to a particular Shareholder. This section also does not describe any tax consequences arising under the laws of any jurisdiction other than the federal income tax laws of the United States.

This discussion is based on the Code, U.S. Treasury regulations and judicial and administrative interpretations, in each case as in effect and available on the date hereof. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

In connection with the filing of Aegon’s registration statement on Form F-4, Latham & Watkins LLP, special United States tax counsel to Aegon, has delivered a U.S. federal income tax opinion to Aegon to the effect that the statements below, to the extent that they constitute descriptions or summaries of U.S. federal income tax law or legal conclusions with respect thereto, are the opinion of Latham & Watkins LLP with respect to the material U.S. federal income tax consequences to U.S. holders of the Redomiciliation. Such U.S. federal income tax opinion of Latham & Watkins LLP is based on factual representations contained in a certificate provided to Latham & Watkins LLP by Aegon, and on certain customary qualifications, assumptions and limitations. Subject to the qualifications, assumptions and limitations set forth herein and in such U.S. federal income tax opinion of Latham & Watkins LLP, which is filed as Exhibit 8.1 to the registration statement of which this prospectus forms a part, the discussion under this section “Material U.S. Federal Income Tax Consequences to U.S. Holders of the Redomiciliation” represents the opinion of Latham & Watkins LLP with respect to the material U.S. federal income tax consequences to U.S. holders of the Redomiciliation. The opinion of Latham & Watkins LLP is not binding on the IRS or any court, and Aegon does not intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Redomiciliation. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. In addition, if any of the representations or assumptions upon which the opinion is based are inconsistent with the actual facts, the U.S. federal income tax consequences to U.S. holders of the Redomiciliation could be different from those described below, and U.S. holders could be adversely affected.

For the purposes of this section, a ‘U.S. holder’ is a beneficial owner of Shares that is, for U.S. federal income tax purposes:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Shares, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding Shares and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

U.S. holders should consult their tax advisors as to the tax consequences to them of the Redomiciliation, including the applicability and effect of any state, local, non-U.S. and other tax laws.

The Redomiciliation will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code. Under such treatment, a U.S. holder will not recognize any gain or loss solely as a result of the Redomiciliation, will have the same tax basis in each of its Shares following the Redomiciliation as the U.S.

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holder had immediately prior to the Redomiciliation, and will have a holding period in each of its Shares following the Redomiciliation that includes the U.S. holder’s holding period in such Shares immediately prior to the Redomiciliation.

Material U.S. Federal Income Tax Consequences to Shareholders After Completion of the Redomiciliation

Since Aegon will remain a tax resident in the Netherlands following the Redomiciliation, for a discussion of the U.S. federal income tax consequences to Shareholders after the Redomiciliation, see the section titled “Item 10–Additional Information–E. Taxation–United States tax consequences to holders of shares” incorporated by reference herein from our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission.

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LEGAL MATTERS

Appleby (Bermuda) Limited, Bermuda counsel to Aegon, has provided a legal opinion for Aegon regarding (i) valid issue, (ii) paying up and (iii) non-assessability of the shares of Aegon Ltd., based on the assumptions and subject to the qualifications and limitations set out therein. Certain legal matters relating to U.S. law will be passed upon for Aegon by Latham & Watkins LLP, New York, New York. Certain legal matters relating to Dutch law will be passed upon for Aegon by De Brauw Blackstone Westbroek N.V., Amsterdam.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this U.S. Shareholder Circular by reference to the Annual Report on Form 20-F for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers Accountants N.V., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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ENFORCEMENT OF CIVIL LIABILITIES

The Netherlands

Aegon N.V. is a Dutch company located in the Netherlands. Many of our directors and officers are residents of the Netherlands or countries other than the United States. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers are located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws:

The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters, except arbitration awards. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely upon the federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor a final judgment is rendered brings a new suit in a competent court in the Netherlands, such party may submit to the Dutch court the final judgment that has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that proper legal procedures have been observed, the court in the Netherlands would, in principle, give binding effect to the final judgment that has been rendered in the United States unless such judgment contravenes Dutch public policy.

A shareholder of a company incorporated under the laws of the Netherlands cannot sue individual members of the supervisory board or executive board derivatively; that is, in the name of and for the benefit of Aegon N.V.

Moreover, under Dutch law, the duties owed by members of the Aegon N.V. Supervisory Board and Aegon N.V. Executive Board are owed primarily to Aegon N.V. and our businesses, not to our shareholders. This may limit the rights of the shareholders of a Dutch company to sue members of its supervisory or executive boards. On January 1, 2020, the new Act on the Resolution of Mass Damages Claims in Collective Actions (Wet afwikkeling massaschade in collectieve actie) entered into effect in the Netherlands, which allows claims for monetary damages in collective actions initiated by a representative foundation or association seeking to protect similar interests of persons against a company or its supervisory or executive directors, which was not previously possible.

Bermuda

Aegon Ltd. will, after the Redomiciliation be an exempted company organized and existing under the laws of Bermuda. In addition, some of Aegon Ltd.’s directors and officers may reside outside the United States, and all or a substantial portion of their assets and Aegon Ltd.’s assets are or may be located in jurisdictions outside of the United States. It may therefore be difficult for investors to effect service of process within the United States upon Aegon Ltd.’s non-U.S. based directors and officers or to recover against Aegon Ltd. or such directors and officers or obtain judgments from U.S. courts against Aegon Ltd. or them, including judgments predicated upon the civil liability of the U.S. federal securities laws.

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There is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a United States judgment would be enforceable in Bermuda against Aegon Ltd. or Aegon Ltd.’s directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over Aegon Ltd. or Aegon Ltd.’s directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law.

In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. An action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law of enforceable in a Bermuda court, as they would be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against Aegon Ltd. or Aegon Ltd.’s directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impost civil liability on Aegon Ltd. or Aegon Ltd.’s directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement, of which this U.S. Shareholder Circular forms a part, on Form F-4 to register the issuance of securities deemed to be offered to shareholders of Aegon N.V. as described elsewhere in this U.S. Shareholder Circular. We also file annual reports with, and furnish other information to, the SEC and with the Netherlands Authority for the Financial Markets. You may read and copy any document that we have filed with or furnished to the SEC through the SEC’s web site at www.sec.gov.

If you would like hard copies of this U.S. Shareholder Circular or our filings with the SEC (excluding exhibits) or if you have questions about the Redomiciliation or the proposals to be presented at the annual general meeting, you should contact Aegon at the following address and telephone number:

Investor Relations

Aegon N.V.

Aegonplein 50

2591 TV The Hague

The Netherlands

Tel: +31-70-344-8305

Tel: 1-443-475-3243

E-mail: ir@aegon.com

Any of the documents you request will be available without charge. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

This U.S. Shareholder Circular is part of a registration statement and constitutes a prospectus of Aegon Ltd. and Aegon N.V. As allowed by SEC rules, this U.S. Shareholder Circular does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Information and statements contained in this U.S. Shareholder Circular are qualified in all respects by reference to the copy of the relevant contract or other document filed as an exhibit to the registration statement.

Aegon has not authorized anyone to give any information or make any representation about the Redomiciliation that is different from, or in addition to, that contained in this U.S. Shareholder Circular. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this U.S. Shareholder Circular speaks only as of the date of this U.S. Shareholder Circular, unless the information specifically indicates that another date applies.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

As permitted by the SEC, this U.S. Shareholder Circular does not contain all the information you can find in our registration statement or the exhibits to the registration statement. The SEC allows us to “incorporate by reference” information into this U.S. Shareholder Circular, which means that:

We incorporate by reference into this U.S. Shareholder Circular our documents listed below. Unless otherwise noted, all documents incorporated by reference have the SEC file number 1-10882.

each of the following documents that we file with or furnish to the SEC after the date of this U.S. Shareholder Circular from now until we terminate the offering of securities under this U.S. Shareholder Circular and the registration statement:

These documents contain important information about us and our financial condition. You may obtain copies of these documents in the manner described above. You may also request a copy of these filings (excluding exhibits) at no cost by contacting us as follows or by visiting our website at www.aegon.com. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not part of this U.S. Shareholder Circular.

No person is authorized to give any information or represent anything not contained in this U.S. Shareholder Circular. We are only offering the securities in places where sales of those securities are permitted. The information contained in this U.S. Shareholder Circular, as well as information incorporated by reference, is current only as of the date of that information. Our business, financial condition, results of operations and prospects may have changed since that date.

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Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Aegon maintains insurance to indemnify members of the Aegon Ltd. Board of Directors and officers of Aegon. The concept of indemnification of directors of a company from liabilities arising from their actions as members of the executive or supervisory boards is, in principle, accepted in the Netherlands and sometimes is provided for in the company’s articles of association. Although the laws of Bermuda do not contain any provisions in this respect, the Bye-Laws provide that Board members are indemnified in respect of, any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust in relation to the company or any subsidiary thereof. The indemnification does not extend to claims arising from fraud or dishonesty. Aegon Ltd. has also contractually agreed to indemnify members of the Aegon Ltd. Board of Directors and officers of Aegon Ltd.

See the Exhibit Index on the page immediately before the signature page for a list of exhibits filed as part of this registration statement on Form F-4, which Exhibit Index is incorporated herein by reference.

See our financial statements in “Item 18. Financial Statements” of our Annual Report on Form 20-F for the year ended December 31, 2022 for the financial statements incorporated by reference in this registration statement on Form F-4.

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the U.S. Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include, or to file a Form 6-K that incorporates by reference herein, any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering.

(5) That, for the purpose of determining liability of the registrant under the U.S. Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes as follows:

(1) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reoffering’s by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2) That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the U.S. Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one

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business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in clause (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved thereby, that was not the subject of and included in the registration statement when it became effective.

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EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, the Netherlands, on the 30th day of June, 2023.

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint J.O. van Klinken, J.H.P.M. van Rossum and M.R. Brizee, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act, the undersigned, the duly authorized representative in the United States of Aegon N.V., has signed this registration statement on the 30th day of June, 2023.

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Exhibit 3.2

Form of

Aegon S.A.

Société anonyme

Articles of Association

Article 1 Definitions

Article 2 Name - Legal form

There exists a public limited company (société anonyme) under the name Aegon S.A. (the “Company”) which shall be governed by the law of 10 August 1915 on commercial companies, as amended (the “Law”), as well as by the present articles of association.

1

Article 3 Purpose

Article 4 Duration

Article 5 Registered office

Article 6 Issued share capital

2

3

Article 7 Authorised capital and issuance of Shares

Article 8 Shares – Transfer of Shares

4

Article 9 Powers of the General Meeting

The shareholders exercise their collective rights in the General Meeting. Any regularly constituted General Meeting shall represent the entire body of shareholders of the Company. The General Meeting is vested with the powers expressly reserved to it by the Law and by these articles of association.

Article 10 General Meetings – Convening notices, Conduct Bureau, Quorum, Vote and Majority

5

6

7

Article 11 Composition and powers of the board of directors

Article 12 Daily management

8

Article 13 Appointment, removal and term of office, remuneration of directors

Article 14 Vacancy in the office of a director

In the event of a vacancy in the office of a director because of death, legal incapacity, bankruptcy, resignation or otherwise, this vacancy may be filled on a temporary basis and for a period of time not exceeding the initial mandate of the replaced director by the remaining directors until the next General Meeting which shall resolve on the permanent appointment in accordance with the applicable legal provisions, or the remaining directors may elect by co-optation a new director to fill such vacancy until the next General Meeting, which shall ratify such co-optation or elect a new director instead.

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Article 15 Convening meetings of the board of directors

Article 16 Conduct of meetings of the board of directors

10

Article 17 Conflicts of interest

Article 18 Minutes of the meeting of the board of directors

Article 19 Committees of the board of directors

The board of directors may establish one (1) or more committees and for which it shall, if one (1) or more of such committees are set up, appoint the members who must be members of the board of directors (subject always, if the Common Shares of the Company are listed on a foreign stock exchange, to the requirements of such foreign stock exchange applicable to the Company and/or such regulatory authority competent in relation to such listing), determine the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto.

Article 20 Dealing with third parties

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Article 21 Indemnity and Insurance

12

Article 22 Auditor(s)

Article 23 Financial year

The financial year of the Company shall begin on the first of January of each year and shall end on the thirty-first of December of the same year.

Article 24 Annual accounts and allocation of profits

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Article 25 Interim dividends - Share premium and assimilated premiums

Article 26 Liquidation

Article 27 Governing law

All matters not governed by these articles of association shall be determined in accordance with the Law.

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Exhibit 3.3

FORM OF

BYE-LAWS

OF

AEGON LTD.

The undersigned HEREBY CERTIFIES that the attached Bye-Laws are a true copy of the Bye-Laws of Aegon Ltd. (Company) adopted upon continuance of the Company into Bermuda effective [•] 2023.

……………………………………………

Director

BYE-LAWS OF AEGON LTD.

INDEX