falseFY0000769218 0000769218 2023-01-01 2023-12-31 0000769218 dei:BusinessContactMember 2023-01-01 2023-12-31 0000769218 ifrs-full:OrdinarySharesMember 2023-12-31 0000769218 aeg:CommonStockSeriesBMember 2023-12-31 xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-
FORM
20-F/A
(Amendment No. 1)
-
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
       
to
       
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number
1-10882
-
Aegon Ltd.
(Exact name of Registrant as specified in its charter)
-
Not Applicable
(Translation of Registrant’s name into English)
Bermuda
(Jurisdiction of incorporation or organization)
Aegonplein 50, PO Box 85
,
2501 CB
The Hague
, The
Netherlands
(Address of principal executive offices)
J.H.P.M. van Rossum
Executive Vice President and Head of Corporate Financial Center
Aegon Ltd.
Aegonplein 50
,
2501 CB
T
he Hague
, The
Netherlands
+
31
-
70
-
3445458
Jurgen.vanRossum@aegon.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common shares
, par value EUR 0.12 per share
 
AEG
 
New York Stock Exchange
5.500% Fixed-to-Floating Rate
Subordinated Notes due 2048
 
AG48
 
New York Stock Exchange
5.100% Subordinated Notes due 2049
issued by Aegon Funding Company LLC
 
AEFC
 
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not applicable
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
1,814,726,912
common shares and
389,759,240
common shares B
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Yes
No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated
filer
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 13(a) of the Exchange Act.
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §
240.10D-1(b).
Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards
as issued by the International Accounting Standards Board
Other
If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant as elected to follow.
Item 17
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in
Rule12b-2
of the Exchange Act).
Yes No

EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form
20-F
of Aegon Ltd (“Aegon”) for the fiscal year ended December 31, 2023 filed on April 4, 2024 (the “2023 Form
20-F”)
is being filed to amend and supplement the disclosure in the 2023 Form
20-F,
in response to Item 16F of Form
20-F
– “Change in Registrant’s Certifying Accountant”. Aegon is also including as Exhibit 15.2 to this Amendment No. 1 a copy of the letter from PricewaterhouseCoopers Accountants N.V. (“PwC”), as required by Item 16F(a)(3) of Form
20-F.
Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, revise, update, amend or restate the information presented in, or any exhibits to, the 2023 Form
20-F
or reflect any events that have occurred subsequent to the filing of the 2023 Form
20-F.
This Amendment No. 1 consists of a cover page, this explanatory note, the disclosure under Item 16F, Exhibit 15.2 and the signature page and the required certifications of the Chief Executive Officer and Chief Financial Officer of Aegon.
Item 16F. Change in Registrant’s Certifying Accountant.
As previously described in our annual reports on Form
20-F
for the fiscal years ended December 31, 2021 and December 31, 2022, the Audit Committee (the “Audit Committee”) of Aegon’s Board of Directors (the “Board of Directors”) executed on the mandatory auditor rotation process, in line with European and Dutch regulations, as PwC reached its maximum audit term of 10 years after the audit of Aegon’s financial statements over 2023. In 2022, the Audit Committee, in close collaboration with the Supervisory Board, mandated a Selection Committee to conduct an audit tender process. The unanimous recommendation from the Selection Committee to the Audit Committee was to propose that Ernst & Young Accountants LLP (“EY”) be elected as Aegon’s external auditor from January 1, 2024. The Audit Committee agreed with the recommendation made by the Selection Committee. It was proposed to the Supervisory Board to recommend the Annual General Meeting of Shareholders to appoint EY as Aegon’s next external auditor for the Annual Accounts of 2024 through 2028. Aegon’s Annual General Meeting of Shareholders on May 25, 2023 approved the proposal. As part of the redomiciliation of Aegon to Bermuda, the Extraordinary General Meeting of Shareholders on September 29, 2023 approved the appointment of EY as auditor of the Annual Accounts of Aegon for the 2024 financial year.
PwC officially communicated its resignation to the Board of Directors on June 7, 2024. The reports of PwC on Aegon’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through June 7, 2024, there were no (i) disagreements with PwC over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to PwC’s satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with its auditors’ reports, or (ii) any “reportable event” as described in Item 16F(a)(1)(v) of Form
20-F.
Aegon has provided PwC with a copy of the foregoing disclosure and has requested PwC to furnish Aegon with a letter addressed to the US Securities and Exchange Commission stating whether it agrees with such disclosure. A copy of PwC’s letter dated June 7, 2024 is attached as Exhibit 15.2 to this Amendment No. 1.
Further, during the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through June 7, 2024, Aegon has not consulted with EY regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the financial statements of Aegon, and neither a written report was provided to Aegon nor was oral advice provided that EY concluded was an important factor considered by Aegon in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form
20-F
or a “reportable event” as described in Item 16F(a)(1)(v) of Form
20-
F.
Auditor information
 
Auditor Name: PricewaterhouseCoopers Accountants N.V.
 
 
Auditor Firm Id: PCAOB ID 1395
 
 
Auditor Location: Amsterdam, the Netherlands
 
3


SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form
20-F
and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on Form
20-F
on its behalf.
The Hague, the Netherlands, June 7, 2024
 
/s/ J.H.P.M van Rossum
                 
J.H.P.M van Rossum
Executive Vice President and Head of Corporate Financial Center
Aegon Ltd.
 
5

Exhibit 12.3

Certification pursuant to rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

I, Lard Friese, certify that:

 

1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F of Aegon Ltd.; and

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

The Hague, the Netherlands, June 7, 2024
/s/ Lard Friese
                 
Lard Friese
Chief Executive Officer
Aegon Ltd.

Exhibit 12.4

Certification pursuant to rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

I, Matthew J. Rider, certify that:

 

1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F of Aegon Ltd.; and

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

The Hague, the Netherlands, June 7, 2024
/s/ Matthew J. Rider
                 
Matthew J. Rider
Chief Financial Officer
Aegon Ltd.

Exhibit 15.2

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Aegon Ltd., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 16F of its Amendment No. 1 to the Annual Report on Form 20-F dated June 7, 2024. We agree with the statements concerning our Firm contained therein.

Very truly yours,

/s/ R.E.H.M. van Adrichem RA

PricewaterhouseCoopers Accountants N.V.

Amsterdam, the Netherlands

June 07, 2024

v3.24.1.1.u2
Cover Page
12 Months Ended
Dec. 31, 2023
shares
Document Information [Line Items]  
Document Type 20-F/A
Amendment Flag false
Document Period End Date Dec. 31, 2023
Document Fiscal Year Focus 2023
Document Fiscal Period Focus FY
Trading Symbol AEG
Entity Registrant Name Aegon Ltd.
Entity Central Index Key 0000769218
Current Fiscal Year End Date --12-31
Entity Well-known Seasoned Issuer Yes
Entity Current Reporting Status Yes
Entity Filer Category Large Accelerated Filer
Entity Emerging Growth Company false
Entity Shell Company false
Title of 12(b) Security Common shares
Security Exchange Name NYSE
Document Annual Report true
Document Transition Report false
Entity Voluntary Filers No
Entity Interactive Data Current Yes
Entity Address, Country NL
Document Shell Company Report false
Entity File Number 1-10882
Entity Address, Address Line One Aegonplein 50, PO Box 85
Entity Address, Postal Zip Code 2501 CB
Entity Address, City or Town The Hague
Entity Incorporation, State or Country Code D0
Document Registration Statement false
Document Accounting Standard International Financial Reporting Standards
ICFR Auditor Attestation Flag true
Auditor Name PricewaterhouseCoopers Accountants N.V.
Auditor Firm ID 1395
Auditor Location Amsterdam, the Netherlands
Document Financial Statement Error Correction [Flag] false
Business Contact [Member]  
Document Information [Line Items]  
Entity Address, Country NL
Entity Address, Address Line One Aegonplein 50
Entity Address, Postal Zip Code 2501 CB
Contact Personnel Name J.H.P.M. van Rossum
Contact Personnel Email Address Jurgen.vanRossum@aegon.com
Country Region 31
City Area Code 70
Local Phone Number 3445458
Entity Address, City or Town The Hague
Common shares [member]  
Document Information [Line Items]  
Entity Common Stock, Shares Outstanding 1,814,726,912
Common share B [member]  
Document Information [Line Items]  
Entity Common Stock, Shares Outstanding 389,759,240

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