NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Aegon (the Offeror) announces today the results of its invitation to holders of its EUR 950,000,000 Perpetual Capital Securities, ISIN: NL0000116150 (the 2004 EUR Notes), USD 500,000,000 Perpetual Capital Securities, ISIN: NL0000116168 (the 2004 USD Notes), NLG 250,000,000 Perpetual Cumulative Subordinated Bonds 1995, ISIN: NL0000120004 (the 1995 NLG Notes), NLG 300,000,000 Perpetual Cumulative Subordinated Bonds 1996, ISIN: NL0000121416 (the October 1996 NLG Notes) and NLG 450,000,000 Perpetual Cumulative Subordinated Bonds 1996, ISIN: NL0000120889 (the February 1996 NLG Notes and, together with the 2004 EUR Notes, the 2004 USD Notes, the 1995 NLG Notes, the October 1996 NLG Notes, the Notes and each a Series) to tender their Notes for purchase by the Offeror for cash (each such invitation an Offer and, together, the Offers).
The Offers were announced on April 28, 2026, and were made on the terms and subject to the conditions contained in the tender offer memorandum dated April 28, 2026 (the Tender Offer Memorandum) prepared by the Offeror. Capitalized terms used in this announcement but not defined have the meanings to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 17:00 (CEST) on May 7, 2026. As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offer in respect of the (i) 2004 EUR Notes of EUR 106,887,200 in aggregate nominal amount of the 2004 EUR Notes, (ii) 2004 USD Notes of USD 136,318,500 in aggregate nominal amount of the 2004 USD Notes, (iii) 1995 NLG Notes of EUR 56,845,048 in aggregate nominal amount of the 1995 NLG Notes, (iv) October 1996 NLG Notes of EUR 37,495,859 in aggregate nominal amount of the October 1996 NLG Notes, and (v) February 1996 NLG Notes of EUR 62,592,174 in aggregate nominal amount of the February 1996 NLG Notes.
The Offeror announces that it has decided to accept all of the 2004 EUR Notes, 2004 USD Notes, 1995 NLG Notes, October 1996 NLG Notes, and February 1996 NLG Notes validly tendered for purchase pursuant to the Offers without pro rata scaling. This is equivalent to a total notional amount accepted of EUR 379,584,792 or USD 446,980,072 (equivalent) (being the Final Acceptance Amount) for an aggregate cash amount of EUR 308,241,572 or USD 362,969,863 (equivalent).1
A summary of the final results of the Offers in relation to each Series appears below:
| Description of the Notes | ISIN / Common Code | Series Acceptance Amount | Purchase Price | Outstanding Principal amount post settlement |
|---|---|---|---|---|
EUR 950,000,000 Perpetual Capital Securities | NL0000116150 / 019600882
| EUR 106,887,200 | 80.25 | EUR 413,918,500 |
USD 500,000,000 Perpetual Capital Securities | NL0000116168 / 019600971 | USD 136,318,500 | 78.75 | USD 363,681,500 |
NLG 250,000,000 Perpetual Cumulative Subordinated Bonds 1995 | NL0000120004 / 5760640 | NLG 125,270,000 | 89.625 | NLG 124,730,000 |
NLG 300,000,000 Perpetual Cumulative Subordinated Bonds 1996 | NL0000121416 / 6952704 | NLG 82,630,000 | 81.50 | NLG 217,370,000 |
NLG 450,000,000 Perpetual Cumulative Subordinated Bonds 1996 | NL0000120889 / 6352081 | NLG 137,935,000 | 75.00 | NLG 312,065,000 |
It is currently anticipated that the transaction will result in a 2 percentage point decrease in the Group solvency ratio, compared with the estimated ratio of 184% as of December 31, 2025. The transaction is expected to result in an IFRS book gain in the first half of 2026 of approximately EUR 0.1 billion.
The Offeror will not be making any further announcements in respect of the Offers. The Settlement Date in respect of the Notes accepted for purchase is expected to be May 11, 2026.
Morgan Stanley Europe SE is acting as Dealer Manager for the Offers and Kroll Issuer Services Limited is acting as Tender Agent.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.
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1. Based on a EUR/USD exchange rate of 1.17755 as of May 7, 2026