AEG Aegon Ltd

Introduction

1.

Glossary

2.

The redomiciliation

3.

Governance and regulatory framework following the redomiciliation

4.

Taxation

5.

Risk factors

6.

Recommendation to shareholders

7.

Disclaimer and other important information

Annex I

Comparison of Aegon N.V. and Aegon Ltd. Governance

Annex II

Conversion proposal

Annex III

Board report

Annex IV

Bye-Laws

Annex V

Memorandum of association

sincerely,

GLOSSARY

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 Shareholder Circular provides the background to, the strategic reasons for and the key terms of the Redomiciliation, as well as an explanation of the various voting items relating to the Luxembourg Conversion in the agenda. As the Luxembourg Conversion and the Bermuda Conversion cannot be viewed independently of each other and together constitute the Redomiciliation, this Shareholder Circular will also serve to provide Shareholders with the relevant information regarding the Bermuda Conversion to be voted on at the Luxembourg EGM and thus the Redomiciliation as a whole. In addition to this Shareholder Circular, Aegon has submitted to the SEC in relation to its listing on NYSE a registration statement on Form F-4 which has been reviewed by the SEC and was declared effective on July 21, 2023. Aegon advises in particular its U.S. Shareholders to carefully review this document. See “Notice to U.S. Shareholders” on the cover page of this Shareholder Circular.

Reasons for the Redomiciliation

As a result of the Transaction, the Aegon Group no longer has a regulated insurance entity presence in the Netherlands. Under the Solvency II Regime, Aegon’s current de facto group supervisor, 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 US, 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 DNB.

The change of legal domicile to Bermuda allows for continued application of the IFRS framework. In addition to the IFRS framework, Aegon explores the implementation of the US GAAP accounting framework in the medium term to allow for better comparison against US 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.

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 the Shares will at all times continue to be outstanding without interruption and remain listed on Euronext Amsterdam and NYSE throughout the Redomiciliation process.

Following completion of the Transaction, Aegon no longer has a regulated insurance entity presence in the Netherlands. After an interim period during which DNB de facto continues 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 Section 3.3 (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.

After the Redomiciliation, Aegon will be subject to Bermuda law and its governance will predominantly be determined by its Bye-Laws and Board Regulations, 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 Chapter 3 (Governance and regulatory framework following the Redomiciliation). The changes in governance resulting from the Redomiciliation are described in the comparison table of governance of Aegon N.V. and Aegon Ltd., included as Annex I (Comparison of Aegon N.V. and Aegon Ltd. governance) to this ShareholderCircular.

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 key Dutch and U.S. federal income tax considerations of the Redomiciliation is set out in Chapter 4 (Taxation).

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. While Aegon’s actions impacting its capital position are subject to ongoing compliance with regulatory requirements, neither the intended return of a substantial portion of the cash consideration received from a.s.r. through a EUR 1.5 billion share buyback program (which commenced on July 6, 2023, and barring unforeseen circumstances is expected to be completed on or before June 30, 2024) nor the intended reduction of Aegon’s gross financial leverage by up to EUR 700 million is expected to be affected by the Redomiciliation.

Structure of the Redomiciliation

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:

the cross-border conversion of Aegon N.V. into Aegon S.A. (the “Luxembourg Conversion”), which will be resolved upon at the Dutch EGM;

the cross-border conversion of Aegon S.A. into Aegon Ltd. (the “Bermuda Conversion”), which will be resolved upon at the Luxembourg EGM.

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 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.

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. The Dutch Implementation Act will come into effect on September 1, 2023.

The Dutch Implementation Act includes a transitional provision that provides that the legal provisions applicable prior to the entry into force of the Dutch Implementation Act (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 ahead of the entry into force of the Dutch Implementation Act. The Conversion Proposal was filed with the Dutch Trade Register on June 30, 2023, ahead of the implementation of the Dutch Implementation Act, 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 entry into force of the Dutch Implementation Act. 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 Implementation Act, both to the extent practicable.

The Executive Board has prepared and adopted the Conversion Proposal which sets out the proposed terms and conditions of the Luxembourg Conversion. The Conversion Proposal has been filed with the Dutch Trade Register on June 30, 2023, and communicated to the public in the Netherlands through a notice in a nationally distributed newspaper in the Netherlands on July 1, 2023, and the Dutch State Gazette on July 4, 2023. The Conversion Proposal is available at Aegon’s head office at Aegonplein 50, 2591 TV, The Hague, the Netherlands, and the Aegon Corporate Website (www.aegon.com), up to and including the date of the Luxembourg Conversion Effective Time. The Conversion Proposal is included as Annex II (Luxembourg Conversion Proposal) to this Shareholder Circular.

The Executive Board has furthermore adopted the Board Report, explaining the reasons for the Luxembourg Conversion, the anticipated effect on operations and commentary from a legal, economic and social point of view. The Board Report is available at Aegon’s head office at Aegonplein 50, 2591 TV, The Hague, the Netherlands, and at the Aegon Corporate Website (www.aegon.com), up to and including the date of the Luxembourg Conversion Effective Time. The Board Report is included as Annex III (Board Report) to this Shareholder Circular.

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 Section 2.7 (Decision-making in the Dutch EGM and 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 Bermuda Companies Act have been satisfied. These approvals are expected to be obtained upon registration in Bermuda.

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 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, the identifiers (such as the ISIN) of the outstanding shares issued by Aegon will change. Aegon expects that following the Redomiciliation:

the Aegon Ltd. Common Shares will have the ISIN BMG0112X1056; and

the NYRSs will have the ISIN BM0076CA1044 and the CUSIP 0076CA 104.

Creditor opposition

Although the Pre-Mobility Directive Conversion Provisions do not provide for a creditor opposition period, Aegon has decided to facilitate the Creditor Opposition Period. During the Creditor Opposition Period any Aegon N.V. Creditor was able to file a request with the district court of The Hague opposing the Luxembourg Conversion substantiating (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.

The Luxembourg Conversion will not alter the financial position of Aegon nor the requirement or ability to pay its debts. No Aegon N.V. Creditor has filed a request with the district court of The Hague opposing the Luxembourg Conversion during the Creditor Opposition Period.

Interim Luxembourg governance

As a result of the Redomiciliation consisting 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 Articles of Association will be amended. The amendment of the Articles of Association is annexed as Schedule 1 to the Conversion Proposal. The Articles of Association of Aegon S.A. do not reflect the final governance of Aegon after completion of the Redomiciliation; the post-Redomiciliation governance is reflected in the Bye-Laws, as further explained in Section 3.1.

No Regulatory Approvals required for the Redomiciliation

Decision-making in the Dutch EGM and Luxembourg EGM

The agenda of the Dutch EGM contains the voting items relating to the Luxembourg Conversion and certain post-Redomiciliation governance aspects. Please also refer to the agenda and explanatory notes to the Dutch EGM as published on the Aegon Corporate Website (www.aegon.com).

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.

Further information relating to the manner in which to register and the requirements to participate in the Dutch EGM, as well as how to vote are set out in the convocation notice for the Dutch EGM, which may be found on the Aegon Corporate Website (www.aegon.com).

The agenda for the Luxembourg EGM contains a voting item on the Bermuda Conversion, which also includes 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. Please also refer to the agenda and explanatory notes to the Luxembourg EGM as published on the Aegon Corporate Website (www.aegon.com).

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.

Further information relating to the manner in which to register and the requirements to participate in the Luxembourg EGM as well as how to vote are set out in the convening notice for the Luxembourg EGM, which may be found on the Aegon Corporate Website (www.aegon.com).

Shareholders are strongly encouraged to cast their votes for the Luxembourg EGM no later than the seventh day prior to the Luxembourg EGM (see Section 2.8 (Expected timetable for the principal events of the Redomiciliation)) in the manner described below. Voting instructions and proxies so provided will be shared with Aegon ahead of the Luxembourg EGM. This will provide the Executive Board and the Supervisory Board with the required visibility on the adoption of the voting items at the Luxembourg EGM ahead 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 de facto fulfilling 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, pursuant to the terms of a voting undertaking agreement, dated as of June 29, 2023 between Aegon and Vereniging Aegon, shall 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 17.0% 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 17.0% of the voting rights in Aegon S.A.    

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 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.

Principal events

Expected time and/or date

GOVERNANCE AND REGULATORY FRAMEWORK FOLLOWING THE REDOMICILIATION

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 Regulations.

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

to continue to take into account the interests of Aegon and all its stakeholders;

to apply international governance standards that are well-recognized and accepted; and

to preserve the current governance principles of Aegon, including the appropriate checks and balances, and to take into account the existing framework of Shareholder rights to the extent possible and practical in view of the Redomiciliation, and where appropriate in the context of Aegon’s international footprint.

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 initial announcement of the Redomiciliation on June 30, 2023, Aegon has engaged extensively with shareholders and other stakeholders on the redomiciliation and proposed governance of Aegon Ltd. Taking into account the feedback received with respect to Aegon’s initial plans regarding governance from shareholders and other stakeholders, including Vereniging Aegon and Eumedion, the Executive Board and Supervisory Board have decided to propose to implement in its governance (i) a binding shareholder vote on major transactions (see Section 3.1.10) and (ii) a binding vote on its remuneration policy for the Aegon Ltd. Board ultimately at the fourth general meeting held after the general meeting in which the policy was most recently adopted (see Section 3.1.15).

Following the Redomiciliation, Aegon will have a single tier board consisting of nine directors. Aegon’s current Supervisory Board members will be the non-executive directors and Aegon’s CEO, Lard Friese will join the board as the sole executive director. Matt Rider will continue his role as Aegon’s CFO as a member of the Group’s executive committee, together with the members of Aegon’s current Management Board.

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 Board will, subject to its control, delegate all powers, authorities and discretions relating to the day-to-day-operations and general business and affairs of Aegon to Aegon’s CEO.

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 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. After 12 years, a non-executive director will no longer be considered independent. 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.

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 exceeding 10% of Aegon Ltd.’s issued share capital, requires a resolution of the General Meeting, unless the Board determines that the issuance of shares is necessary or conducive for purposes of safeguarding, conserving or strengthening the capital position of Aegon Ltd. 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 shareholder approval.

Under Bermuda law there is no requirement of shareholder approval for major transactions. However, pursuant to the Bye-Laws, the Board shall obtain the approval of the General Meeting for resolutions regarding any significant change in the identity of Aegon or its business, in any case concerning: (a) the transfer of (nearly) the entire business to a third party; (b) entering into or terminating a long-term cooperation between Aegon or a subsidiary of Aegon and another legal entity or as a fully liable partner in a limited partnership or general partnership, if such cooperation or termination is of fundamental importance for Aegon; and (c) acquiring or disposing of a participation in the capital of a company if the value of the participation to be acquired or disposed is at least one-third of the sum of Aegon’s assets, according to its consolidated balance sheet and explanatory notes according to the last adopted annual accounts, by Aegon or a subsidiary of Aegon.

Under Bermuda law, the Board approves 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, Aegon’s employees, business relations, policyholders, relations with regulators, creditors and other groups, directly or indirectly, influenced by the business of Aegon.

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. (as available on its website under https://www.aegon.com/sustainability/stakeholder-value), 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 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. Aegon intends to have a remuneration policy for the Board that takes into account Aegon’s international footprint and that is reflective of international market practices in respect of remuneration. In accordance with the Bye -Laws, the remuneration policy is adopted by the General Meeting and the Board will determine the remuneration of the directors with due observance of the remuneration policy. The Board shall submit a remuneration

After the Redomiciliation and until a new remuneration policy for the Board has been adopted, Aegon’s current executive board remuneration policy will continue to apply to Aegon’s sole executive director and Aegon’s current supervisory board remuneration policy will continue to apply to Aegon’s non-executive directors. 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 policy that will be proposed to Shareholders in 2024.

Shareholders will be offered an annual 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 an 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 as Annex I (Comparison of Aegon N.V. and Aegon Ltd. governance) to this Shareholder Circular. In addition, the Bye-Laws are included as Annex IV (Bye-Laws).

Position of Vereniging Aegon

Vereniging Aegon is Aegon’s largest shareholder, holding 33.6% of the issued share capital of Aegon, and exercising in ordinary course 17.0% of the voting rights in Aegon, except in the event of a Special Cause, in which case Vereniging Aegon may exercise the voting rights corresponding to its shareholding, up to 32.6%. 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.

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 Bermuda law and the Bye-Laws.

Post-Redomiciliation Regulatory Framework

As a result of the Transaction, there are no remaining insurance or reinsurance entities of Aegon established in the Netherlands. Insurance presence in the European Union is limited to Aegon’s insurance activities in Spain and Portugal. The updated group structure resulting from the Transaction has impacted the regulatory framework applicable to the Aegon Group.

In the interim period between the closing of the Transaction and the Redomiciliation, the DGSFP is allocated the role of group supervisor in accordance with the Solvency II Regime. The DGSFP, in cooperation with DNB and after informing EIOPA, has delegated the tasks and responsibilities pertaining to its role as group

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 overall Aegon Group level, i.e., from Aegon’s top holding company downwards (following the Redomiciliation, Aegon Ltd.), group supervision will 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.

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.

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 level 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.

TAXATION

Introduction

Dutch tax consequences to Shareholders after completion of the Redomiciliation

Dutch tax consequences to Aegon and its Shareholders of the Redomiciliation

Aegon is of the view that the Luxembourg Conversion is not a taxable event for Aegon and 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 in 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).

Aegon is furthermore of the view that the subsequent Bermuda Conversion is not a taxable event for Aegon and 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.

U.S. federal tax consequences to Aegon and its Shareholders of the Redomiciliation

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. 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.

The U.S. federal income tax treatment to Shareholders after the Redomiciliation is expected to generally remain the same as before the Redomiciliation.

RISK FACTORS

Introduction

Risks relating to the Redomiciliation

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 Section 3.1. See Annex I (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.

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 Section 2.8 (Expected timetable for the principal events of the Redomiciliation), including as a result of the following factors and circumstances:

the Redomiciliation requires approval by Shareholders. As part of the Redomiciliation, Shareholders may vote on the Luxembourg Conversion and on the Bermuda Conversion, in the Dutch EGM and in the Luxembourg EGM, respectively. There is no guarantee that Shareholders will vote in favor of the Luxembourg Conversion or of the Bermuda Conversion and Shareholders may first vote in favor of the Luxembourg Conversion but then still vote against the Bermuda Conversion. Both votes require a two-thirds majority of the votes cast, and in addition, for the Bermuda Conversion a quorum of half of the issued share capital applies. If sufficient Shareholders vote against the Luxembourg Conversion and/or the Bermuda Conversion and/or the applicable quorum is not met, the Redomiciliation will not be implemented;

the implementation of the Redomiciliation may be subject to litigation on any grounds, which may delay or otherwise frustrate the implementation of the Redomiciliation; and

Aegon takes the view that neither the Luxembourg Conversion nor the Bermuda Conversion require Aegon to obtain a declaration of no objection from DNB or from other regulators for the acquisition of a qualifying holding in the Aegon regulated entities (as set out in Section 2.6 (No Regulatory Approvals required for the Redomiciliation)), regulators may take a different view. If any regulator would assert that regulatory approval is nevertheless required for the implementation of the Redomiciliation and such approval is not forthcoming, this may delay or, ultimately, prevent the implementation of the Redomiciliation.

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.

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 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 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.

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 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.

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 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 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.

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, which may, as a result, have an adverse effect on trading, liquidity and the price of the Common Shares.

RECOMMENDATION TO SHAREHOLDERS

DISCLAIMER AND OTHER IMPORTANT INFORMATION

Comparison of Aegon N.V. and Aegon Ltd. governance

Aegon N.V.

Aegon Ltd.

•  6,000,000,000 common shares; and

•  4,000,000,000 common shares; and

•  3,000,000,000 common shares B,

•  2,000,000,000 common shares B,

Upon proposal of the Executive Board, which proposal has been approved by the Supervisory Board, the General Meeting may issue Aegon N.V. Shares and grant rights to acquire Aegon N.V. Shares and may also authorize the Executive Board to do so. An Executive Board resolution to issue Aegon N.V. Shares or to grant rights to acquire Aegon N.V. Shares is subject to Supervisory Board approval.

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.

A resolution to issue Aegon N.V. Common Shares B requires the approval of the meeting of holders of Aegon N.V. Common Shares B.

Aegon N.V.

Aegon Ltd.

Under Dutch law and the Articles of Association, Shareholders have mandatory pre-emptive rights with respect to the issuance of Aegon N.V. Shares of the same class.

Upon proposal of the Executive Board, which proposal has been approved by the Supervisory Board, the General Meeting may limit/exclude pre - emptive rights and may also authorize the Executive Board to do so. The resolution of the General Meeting requires a majority of not less than two-thirds of the votes cast if less than one-half of the issued share capital is represented at the meeting.

Currently the Executive Board is typically authorized by the General Meeting on an annual basis to, subject to the prior approval of the Supervisory Board, restrict or exclude pre-emptive rights in relation to an issuance of Aegon N.V. Common Shares or grant rights to acquire Aegon N.V. Common Shares for a period of 18 months (i) up to 10% of the issued share capital and (ii) up to 25% of the issued share capital in connection with a rights issue.

Under Bermuda law, a holder of Aegon Ltd. Common Shares does not have mandatory pre-emptive rights upon the issuance of Aegon Ltd. Shares. Pursuant to the Bye-Laws, the Board may resolve to grant pre -emptive rights at the occasion of an issuance of Aegon Ltd . Common Shares.

Pursuant to the Bye-Laws, a holder of Aegon Ltd. Common Shares B has pre-emptive rights with respect to the issuance, allotment or offer of Aegon Ltd. Common Shares B.

The General Meeting may authorize the Executive Board to repurchase Aegon N.V. Shares. The repurchase of Aegon N.V. Shares is subject to certain restrictions pursuant to the Articles of Association and Dutch law.

Furthermore, repurchases of Aegon N.V. Shares are only permitted to the extent the applicable regulatory requirements are met.

The Board is authorized, subject to certain restrictions of Bermuda law and the Bye-Laws, to repurchase Aegon Ltd. Shares.

Furthermore, repurchases of Aegon Ltd. Shares are only permitted to the extent the applicable regulatory requirements are met.

Aegon N.V. may, subject to certain restrictions of Dutch law and the Articles of Association, reduce its issued share capital by lowering the nominal value of the Aegon N.V. Shares, by cancelling Aegon N.V. Shares held in treasury or by cancelling all Aegon N.V. Common Shares B.

The General Meeting may, at the proposal of the Executive Board, which proposal has to be approved by the Supervisory Board, resolve to reduce the issued share capital which requires a majority of not less than two-thirds of the votes cast if less than one- half of the issued share capital is represented at the meeting.

Reducing the issued share capital of Aegon N.V. Common Shares B also requires the approval of the meeting of holders of Aegon N.V. Common Shares B.

Aegon Ltd. may, subject to certain restrictions of Bermuda law and the Bye-Laws, reduce its paid-up share capital in any way, including by:

a) extinguishing or reducing the liability on any of its shares in respect of capital not paid up;

b) cancelling any paid-up capital that is lost or unrepresented by available assets; or

c) 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.

A reduction of paid-up share capital requires approval by the Board and the General Meeting.

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.

Aegon N.V.

Aegon Ltd.

Aegon N.V. has a two-tier board structure, comprising the Executive Board and the Supervisory Board.

The Executive Board is responsible for the day -to-day management and strategy of the company, under the supervision of the Supervisory Board.

The Supervisory Board determines the number of Executive Board members.

The Supervisory Board determines the number of Supervisory Board members, provided that the Supervisory Board must have at least seven members.

Aegon Ltd. has a single tier board structure.

Subject to the provisions of the Companies Act and the Bye-Laws, the Board shall manage and conduct the business of Aegon Ltd. and is responsible for the general affairs of Aegon Ltd., which includes setting the strategy of Aegon Ltd. The Board will, subject to its control, delegate all powers, authorities and discretions relating to the day-to-day operations and general business and affairs of Aegon to Aegon’s CEO.

The Board determines the number of directors, provided that the majority of the Board shall consist of non-executive directors. Following the Redomiciliation, the Board will consist of 1 executive director, the CEO, and 8 non-executive directors.

The General Meeting appoints the members of the Executive Board and the Supervisory Board.

If the appointment of an Executive Board member or a Supervisory Board member is proposed by the Supervisory 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.

Executive Board members and Supervisory Board members are appointed for a term of not more than four years. A term limit of a total of 12 years applies to Supervisory Board members.

If the suspension or removal of an Executive Board member or a Supervisory Board member is proposed by the Supervisory 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 Supervisory Board may suspend an Executive Board member.

The General Meeting appoints the members of the Board.

Voting in respect of Board member appointments will be based on the general voting mechanism (for / against / abstain).

If the appointment 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.

Board members are appointed for a term of not more than four years. After 12 years, a non-executive director will no longer be considered independent.

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.

An executive director of the Board may also be suspended by the Board, in which case only the non- executive directors will take part in the deliberations and decision making.

Aegon N.V.

Aegon Ltd.

In case an Executive Board member is unable to act or when a vacancy arises, the remaining Executive Board member(s) will be temporarily entrusted with the management of Aegon N.V.

If all seats of the Executive Board members are vacant or if all Executive Board members are unable to act, the Supervisory Board is charged with the management and may delegate this authority.

In case a Board member is unable to act or when a vacancy arises, the remaining Board members will be temporarily entrusted with the management of Aegon Ltd.

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

Board members may grant a proxy to a fellow Board member to exercise their vote at a meeting of the Board in case they are unable to act.

The independence standards of the Dutch Corporate Governance Code, the Audit Committee Decree and the Joint Guidelines apply to the Supervisory Board.

In addition, the independence requirements of the Sarbanes Oxley Act are applicable.

At least a majority of the Board members must be independent, as defined in the Board Regulations.

The independence requirements of the Sarbanes Oxley Act and the NYSE Listing Rules will also be taken into account.

Resolutions of the Executive Board are adopted with a simple majority of the votes cast and may only be adopted if the majority of the Executive Board members in office are present or represented.

Resolutions of the Supervisory Board are adopted with a simple majority of the votes cast and may only be adopted if the majority of the Supervisory Board members in office are present or represented .

In the event of a tie vote in the Executive Board, the proposal shall be rejected.

In the event of a tie vote in the Supervisory Board, the chairman has the deciding vote if more than two Supervisory Board members are present or represented.

Resolutions of the Board are adopted with a simple majority of the votes cast, unless the Bye-Laws or the Board Regulations provide otherwise.

Pursuant to the Bye-Laws, the quorum for the transaction of business at a Board meeting is at least the majority of the Board members in office at the time of the meeting, of which a majority must be non- executive directors.

Any temporary Board members are taken into account for the calculation of a quorum.

Aegon N.V.

Aegon Ltd.

Each member of the Executive Board and Supervisory Board has a statutory duty to act in the corporate interest of Aegon N.V. and its business.

Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers.

Under Bermuda law, the Board members owe a fiduciary duty to Aegon Ltd. to act in good faith in their dealings with or on behalf of Aegon Ltd. and exercise their powers and fulfil the duties of their office honestly.

The Aegon Ltd. governance will provide that, when exercising their duties, the Board members will take into account 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.

In accordance with Bermuda law, a Board member who believes that they have or might have a direct or indirect personal interest which conflicts with the interests of Aegon Ltd., whether potential or actual, must notify the Board at the first opportunity at a meeting of the Board or by writing to the Board members as required by Bermuda law.

Unless the conflict is fully disclosed, any contract entered into by Aegon Ltd. and a company in which a Board member has an interest may be voidable at the instance of the Aegon Ltd. and any profit made recoverable by Aegon Ltd.

A member of the Board who has a conflict of interest shall not participate in any deliberations and decision - making of the Board, unless the Board decides otherwise.

Aegon N.V.

Aegon Ltd.

The General Meeting adopts a remuneration policy for the Executive Board and the Supervisory Board. Pursuant to Dutch law, the General Meeting resolution requires a three-fourths majority. The remuneration policy must be re-adopted every four years.

A remuneration report must annually be submitted to a non-binding advisory vote of the General Meeting.

Pursuant to the Bye-Laws, upon proposal of the Board, the General Meeting adopts a remuneration policy for the Board, ultimately at the fourth annual general meeting held after the general meeting in which the remuneration policy was most recently adopted.

The Board determines the remuneration and other terms of service of the executive directors and the non-executive directors, with due observance of the remuneration policy. The executive directors shall not participate in the deliberations and decision-making process of the Board in determining the remuneration and other terms of service for the executive directors and non-executive directors.

Pursuant to the Bye-Laws, Shareholders are offered the opportunity to annually provide a non-binding advisory vote with respect to the past financial year’s remuneration report.

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.

Aegon N.V.

Aegon Ltd.

Notice of General Meetings are given by the Supervisory Board or the Executive Board. The convocation of the General Meeting is published on Aegon N.V.’s website at least 42 days prior to the day of the General Meeting.

Shareholders may exercise their rights at a General Meeting, if they are the Shareholders on the 28 ^th day before the day of the General Meeting.

Pursuant to the Articles of Association, General Meetings must take place in in the Netherlands, in Amsterdam, The Hague, Haarlemmermeer, Leidschendam, Rijswijk (ZH), Rotterdam or Voorburg.

Pursuant to the Articles of Association, the Executive Board is authorized to determine that rights to attend the General Meeting and voting can be exercised by using an electronic means of communications.

The agenda of the General Meeting includes the items proposed by the Executive Board or Supervisory Board.

Notice of General Meetings are given by the Board. Pursuant to the Bye-Laws, General Meetings must be convened at least 30 days prior to the day of the General Meeting.

Shareholders may exercise their rights at a General Meeting if they are Shareholders on the record date for the General Meeting. The record date shall be determined by the Board and shall not be more than 60 business days before the date of the General Meeting.

General Meetings may be held in or outside Bermuda, including in the Netherlands. Pursuant to the Bye-Laws, the General Meetings may also be held solely by electronic means of communication.

Shareholders representing at least 1% of the issued capital or shares worth at least EUR 100 million may request one or more items to be added to the agenda of a General Meeting.

Such request must be received by Aegon N.V. not later than on the sixtieth day prior to the date of the meeting.

Shareholders may not put items on the agenda for (in)formal voting on matters that are not reserved for Shareholders. Those items may only be put on the agenda as a non-binding discussion item.

Pursuant to the Bye-Laws, Shareholders representing at least 1% of the issued capital or 100 or more Shareholders jointly may request one or more items to be added to the agenda of a General 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 the Bye-Laws or Bermuda law, may only be included as an item non- binding to the Board.

Aegon N.V.

Aegon Ltd.

Unless Dutch law or the Articles of Association provide otherwise, all resolutions of the General Meeting are adopted with a simple majority of the votes cast.

No quorum requirement applies when holding a General Meeting and when transacting business at such meeting.

Unless Bermuda law or the Bye-Laws provide otherwise, all resolutions of the General Meeting are adopted with a simple majority of the votes cast.

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.

Pursuant to Dutch law, the Executive Board must obtain the approval of the General Meeting for resolutions regarding a significant change in the identity or Aegon N.V. or its business, including in any event:

a) transferring the business or practically the entire business to a third party;

b) concluding or cancelling a long-lasting cooperation of Aegon N.V. or a subsidiary of Aegon N.V. with another legal entity or as a fully liable general partner in a partnership, provided that the cooperation or cancellation is of material significance to Aegon N.V.;

c) acquiring or disposing of a participating interest in the share capital of Aegon N.V. with a value of at least one-third of Aegon N.V.’s assets, as shown in the consolidated balance sheet with explanatory notes according to the last adopted annual accounts by Aegon N.V. or a subsidiary of Aegon N.V.

Bermuda law does not provide for a shareholder vote for material transactions, other than if the transaction would require shareholder approval in itself (e.g. , merger, amalgamation).

Pursuant to the Bye-Laws, the Board shall obtain the approval of the General Meeting for resolutions regarding a significant change in the identity or character of the Company or its business, in any case concerning:

a) the transfer of (nearly) the entire business to a third party;

b) entering into or terminating a long-term cooperation between Aegon Ltd. or a subsidiary of Aegon Ltd. and another legal entity or company or as a fully liable partner in a limited partnership or general partnership, if such cooperation or termination is of fundamental importance for Aegon Ltd.; and

c) acquiring or disposing of a participation in the capital of a company if the value of the participation to be acquired or disposed is at least one third of the sum of the assets of Aegon Ltd. according to its balance sheet and explanatory notes or, if Aegon Ltd. prepares a consolidated balance sheet, its consolidated balance sheet and explanatory notes according to the last adopted annual accounts of Aegon Ltd., by Aegon Ltd. or a subsidiary of Aegon Ltd.

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 approval of the General Meeting. Reference is made to the above description under “Issue of Shares”.

Aegon N.V.

Aegon Ltd.

The Board resolves on the amendment of the Bye-Laws. In order for such amendment to take effect, it must be approved by the General Meeting.

An amendment of the Memorandum of Association needs to be approved by the Board and the General Meeting.

Under Bermuda law, Shareholders who, alone or jointly, represent at least 20% of Aegon Ltd .’s paid-up share capital or any class thereof have the right to, within 21 days after a resolution to amend the Memorandum of Association has been adopted by the General Meeting, apply to the Supreme Court of Bermuda for an annulment of such amendment of the Memorandum of Association, other than an amendment which alters or reduces Aegon Ltd.’s share capital as provided in Bermuda law. No application may be made by Shareholders voting in favor of the amendment.

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

Bermuda law does not provide for the possibility of a legal demerger.

The General Meeting resolves on dissolution upon a Supervisory Board approved proposal of the Executive Board.

Any liquidation surplus is transferred to the Shareholders proportional to the profit rights attached to the Aegon N.V. Common Shares and the Aegon N.V. Common Shares B, respectively.

Subject to Bermuda law, 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 a subsequent General Meeting, divide amongst the Shareholders whole or any part of the assets of Aegon Ltd . and may for such purposes set such values as they deem fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders, provided that the liquidation surplus shall be transferred to the Shareholders in proportion to the profit rights attached to the Aegon Ltd. Common Shares and the Aegon Ltd. Common Shares B respectively.

Aegon N.V.

Aegon Ltd.

Under Dutch law, distributions may only be made to the extent Aegon N.V. has sufficient distributable reserves.

Pursuant to the Articles of Association, the Supervisory Board may decide, upon the proposal of the Executive Board, to set aside part of the profit to increase and/or form reserves.

The profits remaining thereafter are at the disposal of the General Meeting.

The Executive Board may decide, with the approval of the Supervisory Board, to make interim distributions.

Under Bermuda law, Aegon Ltd. may declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that after any such payment (a) the company will be solvent and (b) the realizable value of its assets will be greater than its liabilities.

The Board may declare dividends and interim dividends and may decide to set aside part of the profit to increase and/or form reserves.

The annual accounts of Aegon N.V. must be signed by the members of the Executive Board and the Supervisory Board.

The annual accounts are adopted annually by the General Meeting.

The annual accounts of Aegon Ltd. must contain a signature of one Board member on the balance sheet. The Board adopts the annual accounts.

The annual accounts must be discussed annually in the General Meeting. However, in accordance with Bermuda law, the annual accounts are not adopted by the General Meeting.

Upon nomination by the Supervisory Board, the General Meeting appoints the independent external auditor of Aegon N.V.

Pursuant to Dutch law, a mandatory audit firm rotation after ten years applies to Aegon.

Upon proposal by the Board, the General Meeting appoints the independent external auditor of Aegon Ltd. for a period of one year.

Although Bermuda law does not provide for a mandatory audit firm rotation, Aegon Ltd. will voluntarily continue to abide to an audit firm rotation after ten years.

Inquiry proceedings are a specific legal procedure at the Dutch Enterprise Chamber (Ondernemingskamer) to take interim measures and investigate policies and affairs of Dutch companies. The inquiry proceedings cover any misconduct of corporate bodies as well as of the persons acting as part of these corporate bodies.

Shareholders representing at least 1% of the issued capital or shares worth at least EUR 20 million may initiate inquiry proceedings at the Dutch Enterprise Chamber.

Aegon N.V.

Aegon Ltd.

Conversion Proposal

N.V.                

Eilard Friese; and

Matthew Rider,

Aegon N.V. intends to convert into Aegon S.A., a public limited liability company (société anonyme), governed by the laws of the Grand Duchy of Luxembourg, with registered office in the City of Luxembourg, the Grand Duchy of Luxembourg (“Aegon S.A.”) whereby Aegon will retain its legal personality, will continue to exist and all assets and liabilities, rights, obligations and other legal relationships of Aegon N.V. will remain with Aegon S.A. (the “Luxembourg Conversion”).

As further explained in the Board Report, as a result of the Luxembourg Conversion all Aegon N.V. Shares, will remain issued, and will become Aegon S.A. Shares.

The Luxembourg Conversion forms part of the Redomiciliation, by which Aegon N.V. is intended to, after its conversion into Aegon S.A., ultimately become Aegon Ltd., a Bermuda law governed company. A Shareholder Circular will be published on the Aegon Corporate Website (www.aegon.com) which serves to provide Shareholders with the relevant information regarding the Redomiciliation as a whole together with the convening notice and agenda for the Dutch EGM in due course.

Upon implementation of the Luxembourg Conversion, Aegon N.V. Shareholders will remain Shareholders and their Aegon N.V. Shares will become Aegon S.A. Shares. Upon completion of the Redomiciliation, such Aegon S.A. Shares will remain outstanding and become Aegon Ltd. Shares and such Shareholders will from that moment hold Aegon Ltd. Shares in their securities account.

Aegon N.V. Shares are currently admitted to listing and trading on Euronext Amsterdam and the NYSE. The Aegon Ltd. Shares will remain listed and admitted to trading on Euronext Amsterdam and the NYSE. The Shares will trade as Aegon N.V. Shares until the close of trading on the last Trading Day before the Luxembourg Conversion and as Aegon Ltd. Shares on the first Trading Day after completion of the Redomiciliation. The Shares will remain listed on Euronext Amsterdam and NYSE and there will be no (re-)admission to trading of Shares on Euronext Amsterdam.

There are no non-voting Shares and no Shares not entitled to profits in the issued share capital of Aegon N.V.

The Articles of Association will be amended at the occasion of the Luxembourg Conversion. The Articles of Association as they will read following the amendment are attached to this Conversion Proposal as Schedule 1 (Draft Articles of Association Aegon S.A.).

Aegon N.V. has not been dissolved, is not in a state of bankruptcy and has not applied for suspension of payment.

There are the following shares of a specific class: Aegon N.V. Common Shares and Aegon N.V. Common Shares B.

This Conversion Proposal sets out the terms and conditions of the intended Luxembourg Conversion.

This Conversion Proposal will be filed with (i) the Dutch Trade Register together with the relevant documentation as required under Dutch law. In addition, this Conversion Proposal, together with such documents as required under Dutch law, will be made available (i) on the Aegon Corporate Website (www.aegon.com) and (ii) for inspection by persons eligible under Dutch law at the offices of Aegon.

An announcement of the aforementioned filings will be published in a nationally-distributed newspaper in the Netherlands and in the Dutch State Gazette.

INTERPRETATION

Any capitalized term, including those used in the preamble of this Conversion Proposal, has the meaning ascribed to it in Clause 12.

Unless the context requires otherwise, a reference in this Conversion Proposal to a Clause or Schedule is to the relevant Clause of or Schedule to this Conversion Proposal.

Any reference in this Conversion Proposal to any gender includes all genders and non-binary individuals, and words importing the singular include the plural and vice versa.

Headings of Clauses and titles of Schedules are for convenience only and do not affect the interpretation of this Conversion Proposal.

LUXEMBOURG CONVERSION

Subject to the terms and conditions of this Conversion Proposal and the Board Report, Aegon N.V. shall convert into Aegon S.A., whereby Aegon will retain its legal personality and will continue to exist. All assets and liabilities, rights, obligations and other legal relationships of Aegon N.V. will remain with Aegon.

The Luxembourg Conversion will be effective at the Luxembourg Conversion Effective Time.

INFORMATION ON THE CONVERTING COMPANY

The form, legal name and corporate seat of Aegon N.V. are as follows:

Form: public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands.

Legal name: Aegon N.V.

Corporate seat: The Hague, the Netherlands.

The form, legal name and registered office of Aegon S.A. will be as follows:

Form: a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg.

Legal name: Aegon S.A.

Registered office: City of Luxembourg, Grand Duchy of Luxembourg.

ARTICLES OF ASSOCIATION AEGON S.A.

The draft Articles of Association of Aegon S.A. are attached to this Conversion Proposal as Schedule 1 (Draft Articles of Association Aegon S.A.).

For information purposes only, the draft bye-laws of Aegon Ltd. are attached to this Conversion Proposal as Schedule 2 (Draft bye-laws Aegon Ltd.). Schedule 2 (Draft bye-laws Aegon Ltd.) does not form part of this Conversion Proposal, the Luxembourg Conversion and its terms and conditions. Aegon refers to the Shareholder Circular which will be published upon convocation of the Dutch EGM for a more comprehensive comparison of the Aegon N.V. and Aegon Ltd. governance and the final bye-laws.

PRELIMINARY TIMETABLE OF THE LUXEMBOURG CONVERSION

Principal events

Expected time and/or date

SPECIAL RIGHTS

BENEFITS

INCENTIVES AND SUBSIDIES

THE LIKELY EFFECT OF THE CONVERSION ON EMPLOYMENT

ARRANGEMENTS WITH REGARD TO EMPLOYMENT PARTICIPATION

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 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.

Aegon does not offer additional safeguards to Aegon N.V. Creditors as the Luxembourg Conversion does not alter the financial condition of Aegon nor the ability to pay its debts.

DEFINED TERMS

SCHEDULES

Schedule 1: draft Articles of Association Aegon S.A.; and

Schedule 2: draft bye-laws Aegon Ltd.

1 Draft Articles of Association Aegon S.A.

NAME—PURPOSE—DURATION—REGISTERED OFFICE

1 Definitions

In these articles of association, the following expressions shall have the following meaning:

“Claims” has the meaning ascribed to it in Article 21.1;

“Common Share” and “Common Shares” have the meaning ascribed to them in Article 6.1;

“Common Share B” and “Common Shares B” have the meaning ascribed to them in Article 6.1;

“Company” has the meaning ascribed to it in Article 2;

“D&O Insurance” has the meaning ascribed to it in Article 21.7;

“Euroclear Netherlands” means the Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., trading under the name Euroclear Nederland, being the central depositary as referred to in the Giro Act;

“Expenses” has the meaning ascribed to it in Article 21.3;

“General Meeting” has the meaning ascribed to it in Article 4.2;

“Giro Act” means the Dutch Securities Bank Giro Transaction Act (Wet giraal effectenverkeer);

“Law” has the meaning ascribed to it in Article 2;

“Shares” and “Share” have the meaning ascribed to them in Article 6.1; and

“Statutory Giro System” the giro system as referred to in the Giro Act.

2 Name—Legal form

The purpose of the Company is to incorporate, to acquire and alienate shares and interests in, to finance, to grant security for obligations of, to enter into general business relationships with, to manage, and to grant services to, legal entities and other entities, in particular those involved in the insurance business, and to do all that is connected therewith or which may be conducive thereto, all to be interpreted in the broadest sense.

In achieving the aforesaid objects due regard will be taken, within the scope of sound business operations, to provide fair safeguards for the interests of all the parties directly or indirectly involved in the Company.

The Company is incorporated for an unlimited period of time.

It may be dissolved at any time by a resolution of the general meeting of shareholders of the Company (the “General Meeting”) adopted in the manner required for an amendment of these articles of association.

The registered office of the Company is established in the City of Luxembourg, Grand Duchy of Luxembourg.

The board of directors may transfer the registered office of the Company within the same municipality or to any other municipality in the Grand Duchy of Luxembourg and, if necessary, subsequently amend these articles of association to reflect such change of registered office.

Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of the board of directors.

In the event that the board of directors determines that extraordinary political, economic or social circumstances or natural disasters have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances; such temporary measures shall not affect the nationality of the Company which, notwithstanding the temporary transfer of its registered office, shall remain a Luxembourg company.

SHARE CAPITAL – SHARES

The Company’s issued share capital is set at [•] (EUR [•]), represented by [•] ([•]) common shares with a nominal value of twelve eurocents (EUR 0.12) each (hereinafter referred to as the “Common Shares” and each individually a “Common Share”) and [•] ([•]) common shares B having a nominal value of twelve eurocents (EUR 0.12) (hereinafter referred to as the “Common Shares B”) and each individually a “Common Share B”, the Common Shares and the Common Shares B are hereinafter collectively referred to as the “Shares” and each individually a “Share”).¹

Amount of the issued capital of Aegon S.A. will be equal to the issued capital of Aegon N.V., immediately prior to the conversion into Aegon S.A.

The value or price of a Common Share B, for the purpose of Article 6.3 Article 7.2, Article 8.7 or otherwise, will be determined as one fortieth (1/40th) of the value or price of a Common Share. For such purposes, no account will be taken of the difference between Common Shares and Common Shares B in terms of the proportion between financial rights and voting rights.

The Company’s share capital may be increased or reduced by a resolution of the General Meeting adopted in the manner required for an amendment of these articles of association or as set out in Article 7 hereof, provided that an increase or reduction of the Company’s share capital in relation to the Common Shares B requires the approval of the meeting of holders of Common Shares B.

Any new Common Shares to be paid for in cash shall be offered by preference to the existing holders of Common Shares. Any new Common Shares B to be paid for in cash shall be offered by preference to the existing holders of Common Shares B. In case of a plurality of shareholders, such Shares shall be offered to the shareholders in proportion to the number of Shares of the same class held by them in the Company’s share capital. The board of directors shall determine the time period during which such preferential subscription right may be exercised, which may not be less than fourteen (14) days from the date of dispatch of a registered mail or any other means of communication individually accepted by the addressees and ensuring access to the information sent to the shareholders announcing the opening of the subscription period. The General Meeting may limit or cancel the preferential subscription right of the existing shareholders subject to quorum and majority required for an amendment of these articles of association.

If after the end of the subscription period not all of the preferential subscription rights offered to the existing shareholders have been subscribed by the latter, third parties may be allowed to participate in the share capital increase, except if the board of directors decides that the preferential subscription rights shall be offered to the existing shareholders who have already exercised their rights during the subscription period, in proportion to the portion their Shares represent in the share capital; the modalities for the subscription are determined by the board of directors. The board of directors may also decide in such case that the share capital shall only be increased by the amount of subscriptions received by the existing shareholders of the Company.

The Company may repurchase its own Shares subject to the provisions of the Law. Pursuant to the resolutions adopted by the Company’s shareholders at the annual General Meeting held in the Netherlands on 25 May 2023, the board of directors is authorised to repurchase and cancel Shares during a period of eighteen (18) months starting on 25 May 2023, for a consideration set by the board of directors. Shares may only be acquired at a price not lower than the actual market value of the shares immediately prior to the acquisition and not higher than ten percent (10%) above such market value. The number of Shares that may be so acquired will not exceed thirty percent (30%) of the Company’s share capital.

The authorised capital, including the share capital, is set at seven hundred and twenty million euro (EUR 720,000,000.00) consisting of four billion (4,000,000,000) Common Shares and two billion (2,000,000,000) Common Shares B.

During a period of eighteen (18) months as from the effectiveness of these articles of association, the board of directors is hereby authorised to issue Shares, to grant options to subscribe for Shares and to issue any other instruments giving access to Shares within the limits of the authorised capital to such persons and on such terms as they shall see fit as well as to limit or cancel the preferential subscription right of existing shareholders as set out in Article 6.4, it being understood, that any issuance of such instruments will reduce the available authorised capital accordingly and provided that an issuance of Common Shares B and the granting of rights to subscribe for Common Shares B are subject to the prior approval of the meeting of holders of Common Shares B.

The above authorisation may be renewed through a resolution of the General Meeting adopted in the manner required for an amendment of these articles of association and subject to the provisions of the Law, each time for a period not exceeding five (5) years.

The authorised capital of the Company may be increased or reduced by a resolution of the General Meeting adopted in the manner required for an amendment of these articles of association.

The Company may have one (1) or several shareholders.

Death, suspension of civil rights, dissolution, bankruptcy or insolvency or any other similar event regarding any of the shareholders shall not cause the dissolution of the Company.

The Shares are in registered form. No share certificates shall be issued.

The original register of Shares shall be kept at the registered office of the Company, where it shall be available for inspection by any shareholder. The register shall be regularly updated, and, at the discretion of the board of directors, copies of whole or part of the register of Shares may be kept at more than one address. This register shall contain all the information required by the Law. Ownership of Shares is established by registration in said share register. Shares included in the Statutory Giro System will be registered in the name of Euroclear Netherlands or an intermediary (as referred to in the Giro Act), provided that ownership of such Shares is determined in accordance with the Giro Act. Holders of Shares that are not included in the Statutory Giro System are obliged to furnish their names and addresses to the Company in writing; these will be recorded in the share register and such further data as the board of directors deems desirable, whether at the request of a shareholder or not. Certificates evidencing registrations made in the register with respect to a shareholder shall be issued upon request and at the expense of the Company.

The Company will recognise only one (1) holder per Share. In case a Share is owned by several persons, not forming a community of property as referred to in the Giro Act, they shall appoint a single representative who shall represent them in respect of the Company. The Company has the right to suspend the exercise of all rights attached to that Share, except for relevant information rights, until such representative has been appointed.

The Shares are freely transferable in accordance with the provisions of the Law, provided that a transfer of Common Shares B requires the prior approval of the board of directors.

An application for approval of the board of directors as referred to in Article 8.6 must be made in writing and addressed to the Company, for the attention of the board of directors. It must state the number of Common Shares B the applicant wishes to transfer and the person to whom the applicant wishes to transfer the Common Shares B concerned. The board of directors must respond to the request within three (3) months from receipt. If it refuses to grant the approval requested, it must inform the applicant of another person who is prepared to purchase the Common Shares B concerned against payment in cash. If that other person and the applicant do not reach agreement on the amount of the purchase price, it will be determined by one or more experts designated by the board of directors, taking into account the principle as set out in Article 6.2.

Any transfer of registered Shares shall become effective (opposable) towards the Company and third parties either (i) through a declaration of transfer recorded in the register of shares, signed and dated by the transferor and the transferee or their representatives, or (ii) upon notification of a transfer to, or upon the acceptance of the transfer by the Company.

If and for so long some or all of Shares are admitted to trading on a regulated market within the meaning of the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, established or operating in a Member State of the European Union, established or operating within a member state of the European Economic Area, any natural or legal person, acting alone or in concert with others, who would come to acquire or dispose of Shares, or any other securities of the Company targeted by applicable law, shall comply with applicable reporting requirements within the timeframe set forth by applicable law.

GENERAL MEETINGS OF SHAREHOLDERS

Convening Notices. The General Meeting of the Company may at any time be convened by the board of directors or, as the case may be, by the statutory auditor(s).

The General Meeting of the Company will be convened in accordance with the requirements of the Law.

In the event that the presence quorum required by the Law or these Articles to hold a General Meeting is not met on the date of the first convened General Meeting, another General Meeting may be convened in accordance with the requirements of the Law, at least seventeen (17) days prior to the date of the reconvened meeting provided that (i) the first General Meeting was properly convened in accordance with the above provisions; and (ii) no new item has been added to the agenda.

The board of directors may set any conditions in the convening notice that must be respected by a shareholder to participate in any General Meeting and to vote.

The board of directors may determine any further conditions that must be fulfilled by the shareholders for them to take part in any meeting and adopt all other regulations and rules concerning the participation in General Meetings in order to enable shareholders to exercise their right to vote, including whether Shareholders may attend the meeting in accordance with Article 10.7.

Conduct. Shareholders individually or jointly representing at least one per cent (1%) of the Company’s issued share capital or whose Shares, alone or jointly, are worth at least one hundred million euro (EUR 100,000,000) according to the Official Price List of Euronext Amsterdam N.V. (or any publication replacing it) have the right to place items on the agenda of the General Meeting and submit draft resolutions for items included or to be included on the agenda.

Shareholders taking part in a meeting by conference call, through video conference or by any other means of communication allowing for their identification, allowing all persons taking part in the meeting to hear one another on a continuous basis and allowing for an effective participation of all such persons in the meeting, are deemed to be present for the computation of the quorums and votes, subject to such means of communication being made available at the place of the meeting.

A shareholder may act at any General Meeting by appointing another person, who need not be a shareholder, as its proxy in writing by a signed document transmitted to the Company, either by post or by electronic means, to the postal or email address indicated in the convening notice, a copy of such appointment being sufficient proof thereof. One person may represent several or even all shareholders.

Each shareholder may vote at a General Meeting through a signed voting form sent by post, electronic mail, facsimile or any other means of communication to the Company’s registered office or its agent specified in the convening notice. The shareholders may only use voting forms provided by the Company which contain at least the place, date and time of the meeting, the agenda of the meeting, the proposals submitted to the shareholders, as well as for each proposal, three (3) boxes allowing the shareholder to vote in favour, against or abstain from voting by ticking the appropriate box.

Voting forms which, for a proposed resolution, do not show (i) a vote in favour or (ii) a vote against the proposed resolution or (iii) an abstention, are void with respect to such resolution.

Bureau. A board of the meeting (bureau) shall be formed at any General Meeting, composed of a chairperson, a secretary and a scrutineer. The chairperson of the board of directors or any other member of the board of directors appointed by the board of directors shall preside as chairperson at a General Meeting. The bureau of the General Meeting shall ensure that the General Meeting is held in accordance with applicable rules and, in particular, in compliance with the rules in relation to convening, majority requirements, vote tallying and representation of shareholders.

Without prejudice to any other power which he or she may have under the provisions of these articles of association, the chairperson of the General Meeting may take such action as he or she thinks fit to promote the orderly conduct of the business of the meeting as specified in the notice of the General Meeting.

The chairperson of the General Meeting shall appoint a secretary and the shareholders shall appoint a scrutineer.

The bureau of the meeting may decide on a discretionary basis if the conditions to attend and act and vote at any General Meeting, either in person, by proxy or by correspondence, are fulfilled.

Quorum, majority and vote. Each Share entitles to one vote in General Meetings. No voting rights may be exercised in the General Meeting with respect to any Share held by the Company or by a subsidiary of the Company, or any Share for which the Company or a subsidiary of the Company holds the depositary receipts.

An attendance list must be kept at all General Meetings.

A shareholder may individually decide not to exercise, temporarily or permanently, all or part of his voting rights, notwithstanding Article 10.15. The waiving shareholder is bound by such waiver and the waiver is mandatory for the Company upon notification to the latter.

In case the exercise of the voting rights has been waived by one (1) or several shareholders in accordance with Article 10.17, such shareholders may attend any General Meeting, but the Shares in respect of which they have waived the exercise of the right to vote are not taken into account for the determination of the conditions of quorum and majority to be complied with at the General Meetings.

Except as otherwise required by the Law or these articles of association, resolutions at a General Meeting duly convened shall not require any quorum and shall be adopted at a simple majority of the votes validly cast regardless of the portion of issued share capital represented. Abstentions and nil votes shall not be taken into account.

An extraordinary General Meeting may only amend these articles of association if no less than fifty per cent (50%) of the issued share capital is represented and the agenda indicates the proposed amendments to these articles of association, including the text of any proposed amendment to the Company’s object or form. If this quorum is not reached, a second General Meeting shall be convened in accordance with the formalities foreseen in this Article 10. The second General Meeting shall deliberate validly regardless of the proportion of issued share capital represented. At both General Meetings, resolutions must be adopted by a majority of at least two-thirds of the votes cast. In the event the amendment of the articles of association pertains to the rights attached to the Common B Shares, no less than fifty per cent (50%) of the issued share capital and of the Common B Shares as a separate class shall be represented and resolutions must be adopted by a majority of at least two-thirds of the votes cast and two thirds of the votes cast by shareholders holding Common B Shares as a separate class. Abstentions and nil votes shall not be taken into account.

The board of directors may suspend the voting rights of any shareholder in breach of his obligations as described by these articles of association or any relevant contractual arrangement entered into by such shareholder.

Change of nationality. The shareholders may change the nationality of the Company by a resolution of the General Meeting in the manner required for an amendment of these articles of association.

Minutes of General Meetings. The bureau of the General Meeting shall draw up minutes of the meeting which shall be signed by the members of the bureau of the General Meeting as well as by any shareholder upon its request.

Any copy and excerpt of such original minutes to be produced in judicial proceedings or to be delivered to any third party, shall be certified as a true copy of the original by the notary having had custody of the original deed, in case the meeting has been recorded in a notarial deed, or shall be signed by the chairperson of the board of directors, if any, or jointly by any two (2) of its members.

MANAGEMENT

The Company shall be managed and administered by a board of directors, composed of at least three (3) members; all of whom except the Chief Executive Officer shall be non-executive. None of the members of the board of directors, except for the Chief Executive Officer of the Company shall have an executive position or executive mandate with the Company or any entity controlled by the Company.

The board of directors is vested with the broadest powers to act in the name of the Company and to take any action necessary or useful to fulfil the Company’s corporate purpose, with the exception of the powers reserved by the Law or by these articles of association to the General Meeting.

The board of directors may adopt rules governing its decision-making process and working methods and describing the duties, tasks, composition, procedures and decision-making of the board of directors.

The daily management of the Company as well as the representation of the Company in relation to such daily management may be delegated to one (1) or more directors, officers or other agents, acting individually or jointly. Their appointment, removal and powers shall be determined by a resolution of the board of directors.

The Company may also grant special powers by notarised proxy or private instrument.

The directors shall be appointed by the General Meeting upon proposal by the board of directors. A resolution of the General Meeting to appoint a director other than in accordance with a proposal by the board of directors requires at least two-thirds of the votes cast representing more than fifty per cent (50%) of the Company’s issued capital.

A director will retire not later than the day on which the annual General Meeting is held in the fourth (4th) calendar year after the calendar year in which such member was last appointed. A director who retires in accordance with the previous sentence is immediately eligible for reappointment.

Each director may be removed from office at any time, with or without cause, by the board of directors. Each director may be removed from office by the General Meeting at any time, with or without cause. A resolution of the General Meeting to remove a director, other than pursuant to a proposal by the board of directors thereto, requires at least two-thirds of the votes cast representing more than fifty per cent (50%) of the Company’s issued capital.

If a legal entity is appointed as director of the Company, such legal entity must designate a physical person as permanent representative who shall perform this role in the name and on behalf of the legal entity. The relevant legal entity may only remove its permanent representative if it appoints a successor at the same time. An individual may only be a permanent representative of one (1) director of the Company and may not be himself a director of the Company at the same time.

The General Meeting determines the remuneration policy of the board of directors in accordance with the contents prescribed by applicable laws. The board of directors will make a proposal to that end. The remuneration policy is adopted by the General Meeting with a majority of at least seventy-five percent (75%) of the votes cast.

The board of directors establishes the remuneration and further conditions of employment for each director with due observance of the aforementioned policy. With respect to arrangements in the form of Shares and/or rights to subscribe for Shares, the board of directors submits a proposal for approval to the General Meeting. This proposal must at least state the number of Shares or rights to subscribe for Shares that can be assigned to the directors as well as the criteria for assignment and amendment.

Directors are entitled to an indemnity from the Company and a D&O insurance in accordance with the provisions of Article 21 of these articles of association.

The board of directors shall meet upon call by the chairperson, if any, or by any of its directors. Meetings of the board of directors shall be held at the registered office of the Company unless otherwise indicated in the notice of meeting.

Written notice of any meeting of the board of directors must be given to its directors twenty-four (24) hours at least in advance of the time scheduled for the meeting, except in case of emergency, in which case the nature and the reasons of such emergency must be mentioned in the notice. Such notice may be omitted in case of consent of each director in writing, by facsimile, electronic mail or any other similar means of communication, a copy of such signed document being sufficient proof thereof. No prior notice shall be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of directors and which has been communicated to all directors.

No prior notice shall be required in case all the members of the board of directors are present or represented at a meeting of the board of directors and waive any convening requirement or in the case of resolutions in writing approved and signed by all members of the board of directors.

The board of directors may elect a chairperson among its members. It may also choose a secretary who does not need to be a director and who shall be responsible for keeping the minutes of the meetings of the board of directors.

The chairperson, if any, shall chair all meetings of the board of directors, but in his absence, the board of directors may appoint another director as chairperson pro tempore by vote of the majority of the directors present or represented at any such meeting.

Any director may act at any meeting of the board of directors by appointing any other director as his proxy in writing, or by facsimile, electronic mail or any other similar means of communication, a copy of the appointment being sufficient proof thereof. A director may represent one (1) or more, but not all of the other directors.

Meetings of the board of directors may also be held by conference call or video conference or by any other means of communication allowing all persons participating at such meeting to hear one another on a continuous basis allowing an effective participation in the meeting. Participation in a meeting by these means is equivalent to participation in person at such meeting.

The board of directors can deliberate or act validly at a board meeting only if at least half of its members are present or represented at a board meeting.

Decisions shall be adopted by a majority vote of the directors present or represented at such meeting. In the case of a tie, the chairperson, if any, or, in his absence, the chairperson pro tempore, shall have a casting vote.

The board of directors may, unanimously, pass resolutions by circular means when expressing its approval in writing, by facsimile, electronic mail or any other similar means of communication. Each director may express his consent separately, the entirety of the consents evidencing the adoption of the resolutions. The date of such resolutions shall be the date of the last signature.

Save as otherwise provided by the Law, any director who has, directly or indirectly, a financial interest conflicting with the interest of the Company in connection with a transaction falling with the competence of the board of directors, must inform the board of directors of such conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant director may not take part in the discussions relating to such transaction nor vote on such transaction. Any such conflict of interest must be reported to the next General Meeting prior to such meeting taking any resolution on any other item.

Where, by reason of a conflicting interest, the number directors required in order to validly deliberate is not met, the board of directors may decide to submit the decision on this specific item to the General Meeting, or to resolve on the matter itself despite the conflict of interest.

The conflict-of-interest rules shall not apply where the decision of the board of directors relates to day-to-day transactions entered into under normal conditions.

The daily manager(s) of the Company, if any, are subject to Articles 17.1 to 17.3 of these articles of association provided that if only one (1) daily manager has been appointed and is in a situation of conflicting interests, the relevant decision shall be adopted by the board of directors.

The minutes of any meeting of the board of directors shall be signed by the chairperson or, in his absence, by the chairperson pro tempore, or by any two (2) directors.

Copies or excerpts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the chairperson or by any two (2) directors.

The Company shall be bound towards third parties in all circumstances (i) by the signature of one (1) member of the board of directors, or (ii) by the joint signature or the sole signature of any person(s) to whom such signatory power may have been delegated by the board of directors within the limits of such delegation.

Within the limits of the daily management, the Company shall be bound towards third parties by the signature of any person(s) to whom such power may have been delegated, acting individually or jointly in accordance within the limits of such delegation.

To the extent permissible by law, the Company will indemnify and hold harmless each director, both former directors and directors currently in office (each of them, for the purpose of this Article Article 21 only, an “Indemnified Person”), against any and all liabilities, claims, judgments, fines and penalties (the “Claims”) incurred by the Indemnified Person as a result of any threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative (each, a “Legal Action”), brought by any party other than the Company itself or its group companies, in relation to acts or omissions in or related to his capacity as an Indemnified Person. Claims will include derivative actions brought on behalf of the Company or its group companies against the Indemnified Person and claims by the Company (or any of its group companies) itself for reimbursement for claims by third parties on the ground that the Indemnified Person was jointly liable toward that third party in addition to the Company.

The Indemnified Person will not be indemnified with respect to Claims in so far as they relate to the gaining in fact of personal profits, advantages or remuneration to which he was not legally entitled, or if the Indemnified Person has been adjudged to be liable for wilful misconduct or intentional recklessness.

Any expenses (including reasonable attorneys’ fees and litigation costs) (collectively, the “Expenses”) incurred by the Indemnified Person in connection with any Legal Action will be settled or reimbursed by the Company, but only upon receipt of a written undertaking by that Indemnified Person that he will repay such Expenses if a competent court in an irrevocable judgment has determined that he is not entitled to be indemnified. Expenses will be deemed to include any tax liability which the Indemnified Person may be subject to as a result of his indemnification.

Also in case of a Legal Action against the Indemnified Person by the Company itself or its group companies, the Company will settle or reimburse to the Indemnified Person his reasonable attorneys’ fees and litigation costs, but only upon receipt of a written undertaking by that Indemnified Person that he will repay such fees and costs if a competent court in an irrevocable judgment has resolved the Legal Action in favour of the Company or the relevant group company rather than the Indemnified Person.

The Indemnified Person will not admit any personal financial liability vis-à-vis third parties, nor enter into any settlement agreement, without the Company’s prior written authorisation. The Company and the Indemnified Person will use all reasonable endeavours to cooperate with a view to agreeing on the defence of any Claims, but in the event that the Company and the Indemnified Person fail to reach such agreement, the Indemnified Person will comply with all directions given by the Company in its sole discretion, in order to be entitled to the indemnity contemplated by this Article 21.

The indemnity contemplated by this Article 21 does not apply to the extent Claims and Expenses are reimbursed by insurers.

The Company will provide for and bear the cost of adequate insurance covering Claims against sitting and former directors (“D&O insurance”), unless such insurance cannot be obtained at reasonable terms.

This Article 21 can be amended without the consent of the Indemnified Persons as such. However, the indemnity provided herein nevertheless continues to apply to Claims and/or Expenses incurred in relation to the acts or omissions by the Indemnified Person during the periods in which this clause was in effect.

AUDIT AND SUPERVISION

The transactions of the Company shall be supervised by one (1) or several independent auditors (réviseur(s) d’entreprises agréé(s)) in accordance with applicable law.

The independent auditor(s) shall be appointed by the General Meeting which shall determine their number, fix their remuneration, and their term of office, which may not exceed six (6) years. A former or current independent auditor may be reappointed by the General Meeting.

An independent auditor may only be removed by the General Meeting for cause or with his approval.

FINANCIAL YEAR – ANNUAL ACCOUNTS – ALLOCATION OF PROFITS – INTERIM DIVIDENDS

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.

At the end of each financial year, the accounts are closed and the board of directors draws up an inventory of the Company’s assets and liabilities, the balance sheet and the profit and loss accounts in accordance with the Law.

Of the annual net profits of the Company, five per cent (5%) at least shall be allocated to a reserve as referred to in Article 461-1 of the Law. This allocation shall cease to be mandatory as soon and as long as the aggregate amount of such reserve amounts to at least ten per cent (10%) of the share capital of the Company.

Sums contributed to a reserve of the Company may also be allocated to the legal reserve as referred to in Article 461-1 of the Law.

In case of a share capital reduction, the Company’s legal reserve as referred to in Article 461-1 of the Law may be reduced in proportion so that it does not exceed ten per cent (10%) of the share capital.

Upon recommendation of the board of directors, the General Meeting shall determine how the remainder of the Company’s profits shall be used in accordance with the Law and these articles of association.

For all dividends and other distributions in respect of Shares included in the Statutory Giro System the Company will be discharged from all obligations towards the relevant shareholders by placing those dividends or other distributions at the disposal of, or in accordance with the regulations of, Euroclear Netherlands.

Distributions shall be made to the shareholders in proportion to the number of Shares they hold, provided that the holders of Common Shares B are entitled to receive dividends or other distributions in an amount equal to one fortieth (1/40th) of the distributions made to a holder of Common Shares.    

The board of directors may proceed with the payment of interim dividends subject to the provisions of the Law and these articles of association.

Any share premium, assimilated premium or other distributable reserve may be freely distributed to the shareholders subject to the provisions of the Law and these articles of association.

LIQUIDATION

In the event of dissolution of the Company in accordance with Article 4.2 of these articles of association, the liquidation shall be carried out by one (1) or several liquidators who are appointed by the General Meeting deciding on such dissolution and which shall determine their powers and their compensation. Unless otherwise provided, the liquidators shall have the most extensive powers for the realisation of the assets and payment of the liabilities of the Company.

The surplus resulting from the realisation of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the number of Shares held by them, provided that the holders of Common Shares B are entitled to receive such distributions in an amount equal to one fortieth (1/40th) of the distributions made to a holder of Common Shares.    

FINAL CLAUSE—GOVERNING LAW

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DEFINITIONS AND INTERPRETATION

In these Bye-Laws, unless the context otherwise requires, the following terms have the meanings given below:

For the purposes of these Bye-Laws, a corporation or any other legal entity which is a Shareholder shall be deemed to be present in person at a general meeting or a meeting of a separate class or classes of Shareholders if, in accordance with the Companies Act, its authorised representative(s) is/are present.

For the purposes of these Bye-Laws, a corporation which is a Director shall be deemed to be present in person at a meeting of the Board if a person authorised to attend on its behalf is present, and shall be deemed to discharge its duties and carry out any actions required under these Bye-Laws and the Companies Act, including the signing and execution of documents, deeds and other instruments, if a person authorised to act on its behalf so acts.

Words importing the singular number include the plural number and vice versa.

Any reference to a gender includes all genders and non-binary natural persons.

Words importing persons include any company or association or body of persons, whether corporate or unincorporated and natural persons.

Any reference to writing includes all modes of representing or reproducing words in a visible, legible and reproducible form, including in the form of an Electronic Record.

Unless the context otherwise requires, words and expressions defined in the Companies Act bear the same meanings in these Bye-Laws.

Headings are used for convenience only and shall not affect the construction of these Bye-Laws.

A reference to anything being done by electronic means includes its being done by means of any electronic or other communications equipment or facilities and reference to any communication being delivered or received, or being delivered or received at a particular place, includes the transmission of an Electronic Record to a recipient identified in such manner or by such means as the Board may from time to time approve or prescribe, either generally or for a particular purpose.

A reference to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying the authenticity of an Electronic Record as the Board may from time to time approve or prescribe, either generally or for a particular purpose.

A reference to any statute or statutory provision (whether in Bermuda or elsewhere) includes a reference to any modification or re-enactment of it for the time being in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and for the time being in force and any reference to any rule, regulation or order made under any such statute or statutory provision includes a reference to any modification or replacement of such rule, regulation or order for the time being in force.

In these Bye-Laws:

powers of delegation shall not be restrictively construed but the widest interpretation shall be given thereto;

the word Board in the context of the exercise of any power contained in these Bye-Laws, includes any Executive Director or any committee as referred in Bye-Law 27.4 of the Company to which or, as the case may be, to whom the power in question has been delegated by the Board;

no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of any other power of delegation; and

except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Bye-Laws or under another delegation of the powers.

OBJECTS, REGISTERED OFFICE, OFFICES

In accordance with the Memorandum of Association, the objects of the Company are to incorporate, to acquire and alienate shares and interests in, to finance, to grant security for obligations of, to enter into general business relationships with, to manage, and to grant services to, legal entities and other entities, in particular those involved in the insurance business, and to do all that is connected therewith or which may be conducive thereto, all to be interpreted in the broadest sense.

The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint.

The Company may have other offices, both within and outside Bermuda, as the Board from time to time shall determine or the business of the Company may require.

SHARE CAPITAL

The authorised share capital of the Company at the date of adoption of these Bye-Laws is seven hundred and twenty million euro (EUR 720,000,000.00) divided into (4,000,000,000) Common Shares of par value EUR 0.12 each, and two billion (2,000,000,000) Common Shares B of par value EUR 0.12 each.

The Common Shares shall, subject to the other provisions of these Bye-Laws, entitle the holders thereof to the following rights:

Dividends:

Capital distributions:

Voting:

The Common Shares B shall, subject to the other provisions of these Bye-Laws, entitle the holders thereof to the following rights:

Dividends:

Capital distributions:

Voting:

The value or price of a Common Share B, for the purpose of Bye-Law 5.4, Bye-Law 10.2, Bye- Law 14.1 or otherwise, will be determined as one fortieth (1/40^(th)) of the value or price of a Common Share. For such purposes, no account will be taken of the difference between Common Shares and Common Shares B in terms of the proportion between financial rights and voting rights.

The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the Company of its own shares as referred to in Section 42A of the Companies Act, of any class, at any price (whether at par or above or below par), and any shares to be so purchased 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 the Companies Act. 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 the Companies Act.

The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the Company of its own shares as referred to in Section 42B of the Companies Act, of any class, at any price (whether at par or above or below par), and any shares to be so acquired may be selected in any manner whatsoever, to be held as treasury shares, upon such terms as the Board may in its discretion determine, provided always that such acquisition is effected in accordance with the provisions of the Companies Act. The whole or any part of the amount payable on any such acquisition may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Act. The Company shall be a Shareholder either through shares being registered in the Register in the Company’s name or held in the Dutch Statutory Giro System in the Company’s name, but subject always to the provisions of the Companies Act and for the avoidance of doubt the Company shall not exercise any rights and shall not enjoy or participate in any of the rights attaching to those shares save as expressly provided for in the Companies Act or these Bye-Laws.

Subject to the provisions of these Bye-Laws, any shares of the Company held by the Company as treasury shares in accordance with Bye-Law 3.5 shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer all or any of the shares for cash or other consideration, or cancel all or any of the shares. For the avoidance of doubt, treasury shares do not carry the right to vote or to receive payments from capital distributions or dividends.

The Company shall not exercise any rights and shall not enjoy any or participate in any of the rights attaching to shares, registered in the Register in the Company’s name, held in the Dutch Statutory Giro System in the Company’s name, or otherwise Beneficially Owned by the Company, unless the Companies Act or these Bye-Laws expressly provide otherwise.

MODIFICATION OF RIGHTS

Subject to the Companies Act, all or any of the special rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of at least seventy-five per cent (75%) of the issued shares of that class or with the sanction of a Resolution passed at a separate meeting of the holders of such shares voting in person or by proxy. To any such separate meeting, unless determined otherwise, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatis mutandis apply.

For the purposes of these Bye-Laws, unless otherwise expressly provided by the rights attached to any shares or class of shares, those rights attaching to any class of shares for the time being shall not be deemed to be altered by:

the creation or issue of further shares;

the creation or issue for full value (as determined by the Board) of further shares ranking as regards participation in the profits, dividends, distributions or assets of the Company or otherwise in priority to them; or

the purchase or redemption by the Company of any of its own shares.

ISSUE OF SHARES

The Company may only issue fully paid shares.

The unissued shares shall be at the disposal of the Board in its sole discretion subject to the following and to these Bye-Laws generally (including Bye-Laws 5.4 and 6.2 in particular):

subject to (b), prior to the allotment or issuance of any shares, the Board must designate the applicable shares as a class of share as set out in Bye-Law 3.1; and

no share shall be designated as Common Shares B without a Resolution by the meeting of holders of Common Shares B.

No shares may be allotted, issued, or if in issue, re-designated, if such shares have not been designated in accordance with Bye-Law 5.2(a).

Subject to the provisions of these Bye-Laws, any issuance, offer or allotment of unissued shares or grant of a right to subscribe for such shares for a nominal amount of less than ten per cent (10%) of the Company’s issued share capital is at the disposal of the Board, upon such terms and conditions as the Board may determine. Any issuance, offer or allotment of unissued shares or grant of a right to subscribe for such shares for a nominal amount of ten per cent (10%) or more of the Company’s issued share capital requires the sanction of a Resolution, unless (i) the Board has determined such issue, offer, allotment or grant of right to subscribe for shares is necessary or conducive for purposes of safeguarding, conserving or strengthening the capital position of the Company or (ii) such shares are issued to a person exercising a previously granted right to subscribe for shares.

Subject to the rights, privileges and conditions attached to any class of shares in issue and these Bye-Laws (including for greater certainty Bye-Law 5.2(b)), the Board may, from time to time, re-designate any class of shares as any other class of shares. For the avoidance of doubt, unissued shares do not carry the right to vote or to receive payments from capital distributions or dividends.

The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law. Subject to the provisions of the Companies Act, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

Unless otherwise determined by the Board, shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares, so that a share in a fractional denomination shall have, in proportion to the fraction of a whole share that it represents, all the rights of a whole share, including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.