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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Aegon Ltd. (the Offeror) announces today its invitation to holders of its outstanding subordinated notes as described below (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 are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 28 April 2026 (the Tender Offer Memorandum) prepared by the Offeror and are subject to the offer restrictions set out herein and as more fully described in the Tender Offer Memorandum.
The full tender offer launch announcement and the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement, but not defined, have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offers
The purpose of the Offers is to enable the Offeror to manage its outstanding liability structure and financial leverage.
Details of the Offers
A summary of certain of the terms of the Offers appears below:
| Description of the Notes | First Call Date | Current Coupon | ISIN / Common Code | Aggregate Principal Amount Outstanding | Purchase Price | Final Acceptance Amount |
|---|---|---|---|---|---|---|
EUR 950,000,000 Perpetual Capital Securities | 15 July 2014 | 3.269 per cent. | NL0000116150 / 019600882
| EUR 520,805,700 | 80.25 | An aggregate principal amount to be announced as soon as reasonably possible on 8 May 2026 |
USD 500,000,000 Perpetual Capital Securities | 15 July 2014 | 4.257 per cent. | NL0000116168 / 019600971 | USD 500,000,000 | 78.75 | |
NLG 250,000,000 Perpetual Cumulative Subordinated Bonds 1995 | 8 June 2005 | 3.568 per cent. | NL0000120004 / 5760640 | NLG 250,000,000 | 89.625 | |
NLG 300,000,000 Perpetual Cumulative Subordinated Bonds 1996 | 14 October 2008 | 1.425 per cent. | NL0000121416 / 6952704 | NLG 300,000,000 | 81.50 | |
NLG 450,000,000 Perpetual Cumulative Subordinated Bonds 1996 | 4 March 2011 | 0.496 per cent. | NL0000120889 / 6352081 | NLG 450,000,000 | 75.00 |
|
* The Offeror will pay the Purchase Price and Accrued Interest for (i) the 2004 EUR Notes, the 1995 NLG Notes, the October 1996 NLG Notes and the February 1996 NLG Notes in euro and (ii) the 2004 USD Notes in US Dollars.
Indicative timing for the Offers
The Offers commence today and the Expiration Deadline shall be 17:00 CEST on Thursday, 7 May 2026. The Final Acceptance Amount, Series Acceptance Amount and Results will be announced as soon as reasonably possible on Friday, 8 May 2026, with the Settlement Date expected to be Monday, 11 May 2026.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of and information on the procedures for participating in the relevant Offer. More information about the Offers can also be found in the tender offer launch announcement published at https://deals.is.kroll.com/aegon.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the relevant Offer. None of the Offeror, the Dealer Manager or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to any Offer.
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.