Aegon Ltd. AGM 2026

Ladies and gentlemen, my name is David Herzog, and I am Chair of the Board of Directors of Aegon Limited. On behalf of Aegon, I welcome you to Aegon's extraordinary general meeting of shareholders. I hereby open the meeting. I am pleased to welcome our shareholders participating in this meeting today. Let me introduce the people present with me here at the table. Lard Friese, Executive Director and our Chief Executive Officer, Albert Benchimol, Chair of the Nomination and Governance Committee, Mark Ellman, Chair of the Compensation and Human Resources Committee, and Bieke Debruyne, Company Secretary. Also present here today are Onno van Klinken, our General Counsel, and Yves Cormier, our Head of Investor Relations. The other members of the Board of Directors, as well as the principal representative of the company, Ms. Sonja Nauta, are following the EGM in a virtual manner.

I hereby appoint Bieke as Secretary of this EGM. She will keep the minutes to today's meeting. Before we continue, I would like to make a few remarks. First, in terms of procedure, and given that the adoption of agenda item 2 is conditional upon the approval of agenda item 1, we will vote per agenda item and show the voting results per agenda item respectively after the voting for that item has closed. Second, shareholders who have been registered through the e-voting portal prior to the start of the meeting and who are participating in a virtual manner have been directed automatically to the Lumi environment in which they can vote and ask questions. To ensure a constructive dialogue with all our shareholders, we have enabled in the Lumi environment a chat function as well as the possibility to ask questions live through a video connection.

Shareholders who wish to ask their questions through a video connection during the meeting will be directed to the meeting by an operator. Please note that this may take a few moments. I have appointed Head of Investor Relations, Yves, to moderate all questions submitted, both through the Lumi environment and through the video connection. As a final remark, I hereby establish the following. This meeting was convened in accordance with Aegon's bylaws and the Companies Act of Bermuda, as well as the legislation that is applicable in connection with Aegon's Dutch and U.S. listings. The attendance list for this meeting is currently being drawn up, and we will come back to that in a few moments. I wish you all a good and interesting meeting. Before we move to agenda item 1, the re-domiciliation proposal, Lars will give an overview of the journey that has led to today's meeting.

Thank you, David, and good day, everyone. Welcome. Today, I will briefly explain why the proposed move to the United States is the logical step for Aegon and cover the progress we have made and share why we are so confident about the opportunity ahead. Over the past several years, we have fundamentally reshaped Aegon. We have executed our strategy and delivered on our commitments. We have strengthened our businesses, managed capital with discipline, and allocated more of that capital to the strategic assets that matter the most for our future. We also strengthened our balance sheet. As a result, Aegon today is a stronger, more focused company with the United States at the heart of our business. We are ready for the next chapter and ready to become a leading force in the U.S. life insurance and retirement industry. The United States offer a compelling opportunity.

It is the world's largest and most dynamic insurance market. Americans are living longer. The need to prepare for retirement continues to grow, and there is a substantial insurance protection gap. Transamerica is well-positioned to help address these needs. We have a strong heritage and an iconic brand, established and growing protection and retirement franchises with compelling propositions, and an expanding distribution network with unique access to reach Main Street America. Moreover, Transamerica's businesses reinforce each other. As distribution grows, it feeds into Transamerica's life and annuity businesses. As retirement recordkeeping grows, it feeds ancillary revenues. That gives us a strong platform from which to grow and help more people protect their families and prepare for retirement. Transamerica's first half 2026 results reinforce our confidence in Transamerica's growth potential. Transamerica delivered strong execution across the business.

World Financial Group surpassed 100,000 licensed agents, and agent productivity and premiums per policy increased. In Savings & Investments, we maintained momentum supported by strong written sales and asset growth. In Protection Solutions, individual life sales increased by 54%, outperforming industry growth and supported by the successful entrance in the instant decision market. Taken together, this means that we are reaching more customers, strengthening our market position, and building a broader platform for profitable growth. This commercial performance is also showing up clearly in the financials. In the first half of 2026, Transamerica's operating results grew by 10% year-on-year. Operating capital generation increased by 35%, and gross remittances were up 18%. I would also like to note that our global asset manager and our international businesses are doing well.

These results confirm that Transamerica is not only well-positioned but already making progress in capturing the opportunity we see in the U.S. market. The logic behind the proposed move is therefore straightforward. Aegon has changed. The U.S. is now the center of our business, our strategy, and our future growth. Following completion of the announced sale of Aegon UK, approximately 80% of our business will be in the U.S. Yet our head office is in the Netherlands, our legal domicile is in Bermuda, and we report under IFRS standards. The proposed redomiciliation is about aligning with the reality of our business. This means moving our head office to New York City and becoming a U.S. tax resident, moving our legal seat to Delaware, and aligning Aegon's governance with U.S. market standards.

We aim to report under US GAAP as of full year 2027, aligning our disclosures with U.S. market participants and making our performance easier to compare. We intend to adopt the Transamerica name at group level, becoming Transamerica Inc. Finally, our common shares will trade on both the New York Stock Exchange and Euronext, with the New York Stock Exchange becoming our primary listing and supporting our aim of inclusion in U.S.-focused indices. Taken together, the proposed move aligns our regulatory framework and supervision, accounting standard, listing, and name with where we conduct most of our business and where we see the greatest opportunity ahead. The work to prepare for the proposed move is already well underway. In recent months, we have made strong progress across several important milestones. We announced the sale of Aegon UK, sharpening our focus on the U.S. market.

We reached an agreement with our largest shareholder, de Vereniging Aegon, on our future relationship and presented a proposed U.S.-aligned governance framework. This was the basis for meaningful engagement meetings with investors in the past months. We implemented the necessary leadership and organizational changes to support the future group structure, appointing Will Fuller as President and Chief Operating Officer of Aegon as of January 1st, 2027. We selected New York City as the future location of our head office. I will be moving there early 2027 to lead the transition of our company from its new center. I am excited that my mandate has been extended through 2030 to ensure continuity of management in this major transformation of the company. We issued a $500 million denominated bond, establishing a U.S. yield curve.

In parallel, we are advancing the implementation of US GAAP and continuing the operational and regulatory preparations required for the transition. Finally, we intend to provide US GAAP KPIs at our Capital Markets Day in December 2027, giving investors visibility before we transition to US GAAP reporting. There is still important work ahead, but we have a clear way forward, strong momentum, and a disciplined path to get there. All of this supports a clear ambition to become a leading U.S. life insurance and retirement company with a global asset manager and well-positioned international subsidiaries. We want to serve more customers, further strengthen our market position, and build a bigger, better, and more profitable life insurance and retirement company, a leader in the U.S. market. We have the foundations to do that.

An iconic brand, strong businesses, and growing commercial momentum in a market with clear long-term demand for protection and retirement solutions. I am excited about the opportunity ahead and confident in our ability to build a stronger future as Transamerica. I want to express my sincere gratitude to all my colleagues across the company. It is because of their incredible hard work and continued dedication to our customers that we can look forward to an exciting future. Thank you. David, back to you.

Thank you, Lard. Before we move to agenda item one, I would like to inform you that the attendance list of today's meeting is ready. Our first order of business is to determine whether the common shares of the company represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum for purposes of this EGM. The quorum for a general meeting is set when one-third of the shares entitled to vote is present or represented. Based on the attendance list, I hereby establish that 64% of the issued and outstanding capital is present or represented at the meeting. Therefore, the quorum requirements have been fulfilled, and we can proceed with the meeting. Before we move to the first voting item, let me briefly explain how you can vote via the Lumi application. The voting app displays the following options: for, against, withheld.

After you have voted, the display will show your vote. If you want to change your vote, you can do so until the voting on the agenda item has closed. We will now move to agenda item 1, the re-domiciliation proposal. This is a voting item. The live voting for agenda item 1 is now open and will remain open until we have addressed your questions regarding agenda item 1. This proposal, if approved, allows us to complete the move we announced at our Capital Markets Day in December of 2025. Re-domiciling Aegon to the U.S., renaming to Transamerica Inc., and putting in place a governance and capital structure aligned with the U.S. marketplace. The re-domiciliation proposal incorporates five items. First, a continuation into Delaware.

Second, interim bylaws that provide for certain changes to take effect from, and subject to, the completion of the Vereniging Aegon split, including the reduction of the authorized share capital from EUR 720 million to EUR 504 million. From this point forward, I will refer to the Vereniging Aegon as the Association. Third, the mechanics of exchanging the common shares B into a single class of common stock. Fourth, termination of the voting rights agreement with the Association. And fifth, adoption of the Transamerica Inc. charter and bylaws that will be effective with the re-domiciliation. As already mentioned by Laurens, re-domiciling to the U.S. supports our ambition of becoming a leading U.S. life insurance and retirement group. It will simplify our corporate structure by aligning legal, tax, accounting, and regulatory framework with the geography where we conduct the majority of our business.