Aegon Extraordinary General Meeting approves combination of Aegon’s Dutch businesses with a.s.r.
January 17 2023 - 10:15AM
The Hague, January 17, 2023 - Aegon N.V.'s Extraordinary Meeting
of Shareholders (EGM) has today approved the strategic decision to
combine Aegon’s Dutch pension, life and non-life insurance,
banking, and mortgage origination operations with a.s.r. to create
a leading player in the Dutch market.
As announced on October 27, 2022, the transaction with a.s.r. is
expected to lead to a EUR 3.3 billion reduction in IFRS
shareholders’ equity. The majority thereof will be recognized in
the fourth quarter of 2022, in accordance with the applicable
accounting rules. The reduction in IFRS shareholders’ equity will
not impact Aegon’s solvency ratios or capacity to pay targeted
dividends.
In addition to the shareholders’ approval obtained today, the
closing of this transaction is subject to customary conditions,
including regulatory and antitrust approvals. The works council of
Aegon has rendered a positive advice in relation to the proposed
transaction.
The full details of the resolution approved during the EGM can
be found here.
About Aegon
Aegon is an integrated, diversified, international financial
services group. The company offers investment, protection, and
retirement solutions, with a strategic focus on three core markets
(the United States, the United Kingdom, and the Netherlands), three
growth markets (Spain & Portugal, Brazil, and China), and one
global asset manager. Aegon's purpose of Helping people live their
best lives runs through all its activities. As a leading global
investor and employer, the company seeks to have a positive impact
by addressing critical environmental and societal issues, with a
focus on climate change and inclusion & diversity. Aegon is
headquartered in The Hague, the Netherlands, and listed on Euronext
Amsterdam and the New York Stock Exchange. More information can be
found at aegon.com.
Contacts |
|
Media
relations |
Investor
relations |
Carolien van der
Giessen |
Jan Willem
Weidema |
+31(0) 6
11953367 |
+31(0) 70 344
8028 |
carolien.vandergiessen@aegon.com |
janwillem.weidema@aegon.com |
|
|
Forward-looking statementsThe statements
contained in this document that are not historical facts are
forward-looking statements as defined in the US Private Securities
Litigation Reform Act of 1995. The following are words that
identify such forward-looking statements: aim, believe, estimate,
target, intend, may, expect, anticipate, predict, project, counting
on, plan, continue, want, forecast, goal, should, would, could, is
confident, will, and similar expressions as they relate to Aegon.
These statements may contain information about financial prospects,
economic conditions and trends and involve risks and uncertainties.
In addition, any statements that refer to sustainability,
environmental and social targets, commitments, goals, efforts and
expectations and other events or circumstances that are partially
dependent on future events are forward-looking statements. These
statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict.
Aegon undertakes no obligation, and expressly disclaims any duty,
to publicly update or revise any forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which merely reflect company
expectations at the time of writing. Actual results may differ
materially and adversely from expectations conveyed in
forward-looking statements due to changes caused by various risks
and uncertainties. Such risks and uncertainties include but are not
limited to the following:
- Unexpected delays, difficulties, and expenses in executing
against our environmental, climate, diversity and inclusion or
other “ESG” targets, goals and commitments, and changes in laws or
regulations affecting us, such as changes in data privacy,
environmental, safety and health laws;
- Changes in general economic and/or governmental conditions,
particularly in the United States, the Netherlands and the United
Kingdom;
- Civil unrest, (geo-) political tensions, military action or
other instability in a country or geographic region;
- Changes in the performance of financial markets, including
emerging markets, such as with regard to:
- The frequency and severity of defaults by issuers in Aegon’s
fixed income investment portfolios;
- The effects of corporate bankruptcies and/or accounting
restatements on the financial markets and the resulting decline in
the value of equity and debt securities Aegon holds;
- The effects of declining creditworthiness of certain public
sector securities and the resulting decline in the value of
government exposure that Aegon holds;
- Changes in the performance of Aegon’s investment portfolio and
decline in ratings of Aegon’s counterparties;
- Lowering of one or more of Aegon’s debt ratings issued by
recognized rating organizations and the adverse impact such action
may have on Aegon’s ability to raise capital and on its liquidity
and financial condition;
- Lowering of one or more of insurer financial strength ratings
of Aegon’s insurance subsidiaries and the adverse impact such
action may have on the written premium, policy retention,
profitability and liquidity of its insurance subsidiaries;
- The effect of the European Union’s Solvency II requirements and
other regulations in other jurisdictions affecting the capital
Aegon is required to maintain;
- Changes affecting interest rate levels and continuing low or
rapidly changing interest rate levels;
- Changes affecting currency exchange rates, in particular the
EUR/USD and EUR/GBP exchange rates;
- Changes in the availability of, and costs associated with,
liquidity sources such as bank and capital markets funding, as well
as conditions in the credit markets in general such as changes in
borrower and counterparty creditworthiness;
- Increasing levels of competition in the United States, the
Netherlands, the United Kingdom and emerging markets;
- Catastrophic events, either manmade or by nature, including by
way of example acts of God, acts of terrorism, acts of war and
pandemics, could result in material losses and significantly
interrupt Aegon’s business;
- The frequency and severity of insured loss events;
- Changes affecting longevity, mortality, morbidity, persistence
and other factors that may impact the profitability of Aegon’s
insurance products;
- Aegon’s projected results are highly sensitive to complex
mathematical models of financial markets, mortality, longevity, and
other dynamic systems subject to shocks and unpredictable
volatility. Should assumptions to these models later prove
incorrect, or should errors in those models escape the controls in
place to detect them, future performance will vary from projected
results;
- Reinsurers to whom Aegon has ceded significant underwriting
risks may fail to meet their obligations;
- Changes in customer behavior and public opinion in general
related to, among other things, the type of products Aegon sells,
including legal, regulatory or commercial necessity to meet
changing customer expectations;
- Customer responsiveness to both new products and distribution
channels;
- As Aegon’s operations support complex transactions and are
highly dependent on the proper functioning of information
technology, operational risks such as system disruptions or
failures, security or data privacy breaches, cyberattacks, human
error, failure to safeguard personally identifiable information,
changes in operational practices or inadequate controls including
with respect to third parties with which we do business may disrupt
Aegon’s business, damage its reputation and adversely affect its
results of operations, financial condition and cash flows;
- The impact of acquisitions and divestitures, restructurings,
product withdrawals and other unusual items, including Aegon’s
ability to integrate acquisitions and to obtain the anticipated
results and synergies from acquisitions;
- Aegon’s failure to achieve anticipated levels of earnings or
operational efficiencies, as well as other management
initiatives related to cost savings, Cash Capital at Holding, gross
financial leverage and free cash flow;
- Changes in the policies of central banks and/or
governments;
- Litigation or regulatory action that could require Aegon to pay
significant damages or change the way Aegon does business;
- Competitive, legal, regulatory, or tax changes that affect
profitability, the distribution cost of or demand for Aegon’s
products;
- Consequences of an actual or potential break-up of the European
monetary union in whole or in part, or the exit of the United
Kingdom from the European Union and potential consequences if other
European Union countries leave the European Union;
- Changes in laws and regulations, particularly those affecting
Aegon’s operations’ ability to hire and retain key personnel,
taxation of Aegon companies, the products Aegon sells, and the
attractiveness of certain products to its consumers;
- Regulatory changes relating to the pensions, investment, and
insurance industries in the jurisdictions in which Aegon
operates;
- Standard setting initiatives of supranational standard setting
bodies such as the Financial Stability Board and the International
Association of Insurance Supervisors or changes to such standards
that may have an impact on regional (such as EU), national or US
federal or state level financial regulation or the application
thereof to Aegon, including the designation of Aegon by the
Financial Stability Board as a Global Systemically Important
Insurer (G-SII); and
- Changes in accounting regulations and policies or a change by
Aegon in applying such regulations and policies, voluntarily or
otherwise, which may affect Aegon’s reported results, shareholders’
equity or regulatory capital adequacy levels.
Further details of potential risks and uncertainties affecting
Aegon are described in its filings with the Netherlands Authority
for the Financial Markets and the US Securities and Exchange
Commission, including the Annual Report. These forward-looking
statements speak only as of the date of this document. Except as
required by any applicable law or regulation, Aegon expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Aegon’s expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
- 20230117-PR-Aegon EGM outcome
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