Aegon Ltd. (AMS:AGN)
Netherlands flag Netherlands · Delayed Price · Currency is EUR
7.02
+0.10 (1.39%)
Apr 30, 2026, 5:36 PM CET
← View all transcripts

AGM 2025

Jun 12, 2025

William Connelly
Chair of Board of Directors, Aegon Ltd

Ladies and gentlemen, my name is William Connelly, and I am the Chair of the Board of Directors of Aegon Limited. On behalf of Aegon, I welcome you to Aegon's 2025 Annual General Meeting of Shareholders. I hereby open the meeting. I am pleased to welcome our shareholders participating in this meeting. Let me introduce the people present with me here at the table: Dona Young, Chair of the Compensation and Human Resources Committee; Lard Friese, Executive Director and CEO; Duncan Russell, CFO; and Bieke Debruyne, Company Secretary. The other members of the Board of Directors, as well as the Directors' nominees, are present here as well. Also present today are Anuvan Clinton, our General Counsel; Yves Cormier, Head of Investor Relations; and Sacha Nauta, the Principal Representative of the Company. I hereby appoint Bieke Debruyne as Secretary of this General Meeting. She will keep the minutes of today's meeting.

Before we continue, I would like to make a few remarks. Shareholders who have registered through the e-voting portal prior to the start of the meeting and who are participating in a virtual manner have been directed automatically to the Lumi environment in which they can vote and ask questions. To accommodate live voting and keeping in mind the short delay in the live stream, the voting is now open and will remain open until the last voting item on the agenda. The voting results will therefore be shown at the end of the meeting. To ensure a constructive dialogue with all our shareholders, we have enabled a chat function as well as a live video connection in the Lumi environment. I have appointed our Head of Investor Relations, Yves Cormier, to moderate the questions that will come through the Lumi system.

Shareholders who wish to ask their questions through the video connection during the meeting will be directed to the meeting by an operator. I hereby establish the following: This meeting was convened in accordance with Aegon's bylaws and the Company's Act of Bermuda and the legislation that is applicable in the connection of Aegon's Dutch and U.S. listing. The attendance list of this meeting is currently being drawn up. We will come back later to this issue. I wish you all a good and interesting meeting. We will now move to Agenda Item 2, the Annual Report and Annual Accounts for 2024. Lard Friese, Aegon's CEO, will give a presentation on the course of business in 2024, including the financial results. The Company's 2024 Annual Accounts have been approved by the Board of Directors and are presented for information purposes. Lard, the floor is yours.

Lard Friese
Executive Director and CEO, Aegon

Thanks, Bill. Ladies and gentlemen, thank you for joining us today. It is a pleasure to welcome you to our Annual General Meeting. Today, I'll reflect on 2024, a year of strong delivery, focused execution, and meaningful progress on our strategy. In 2024, we made significant headway executing the strategy we outlined at our Capital Markets Day. We strengthened our core businesses, delivered on key financial commitments, and returned significant value to our shareholders. Simply put, we are where we said we'd be, and we're on track for what comes next. The progress we've made enabled us to achieve the results that I'll be taking you through today. Let's have a look at our numbers.

Our operating capital generation came in at EUR 1.2 billion, in line with the guidance which we increased by EUR 100 million in the course of the year and supported by a strong run rate and favorable non-recurring items. Our free cash flow rose to EUR 759 million, supported by higher earnings and, amongst others, from the capital returns from our ASR stake. Our gross financial leverage remains stable at EUR 5.2 billion, increased slightly during the year due to currency movements but remains at our target level. Regarding our cash capital at the holding, which stood at EUR 1.7 billion at the end of 2024, we expect to reach the EUR 1 billion of our EUR 500 million-EUR 1.5 billion operating range by the end of 2026.

The 2024 results allow us to propose a final dividend of EUR 0.19 per share, bringing the full-year dividend to EUR 0.35, which is an increase of 17% compared with 2023. This puts us well on track to reach our 2025 dividend ambition of around EUR 0.40 per share. Furthermore, these results have enabled us to make good on our commitment to generate attractive returns for our shareholders. In 2024, we returned substantial capital to our shareholders through share buyback programs totaling over EUR 900 million during the year. We again announced another share buyback program of EUR 200 million last month. The buyback programs and the increased dividend are a testimony to the progress we're making in transforming Aegon. Now, let's have a closer look at the performance across our business that in part drove these results. Our businesses in the U.S., the U.K., and international have taken major steps forward.

In the U.S., we continue to transform Transamerica into a leading provider of retirement, life insurance, and investment solutions for the middle market. Last year, Transamerica made strong progress. Our affiliated agency, WFG, grew its agency base, its agent base, by 17% to over 86,000, expanding reach and better serving diverse communities. In mid-sized retirement plans, which is our sweet spot, we generated net deposits of $0.6 billion in 2024. Furthermore, strong levels of new written sales in both mid-sized and large market plans point to solid growth of growth deposits going forward. In the Protection Solutions segment, new life sales remain high despite a slight decrease. Progress was also made in reducing our exposure to capital-intensive legacy books in the financial assets segment as we shift the profile of our business more towards our strategic assets.

In the U.K., we're making strong progress in repositioning Aegon UK as a leading digital savings and retirement platform. We organized a webinar last year to explain our strategy to our investors. Our workplace platform saw continued momentum with net deposits of GBP 3.7 billion in 2024. At the same time, we are investing in the modernization of our advisor platform to reverse the flow dynamics. In our international markets, we saw strong growth in new business value in Brazil, Spain, Portugal, and Transamerica Life Bermuda. Although new life sales declined, mainly due to pricing changes in China, our strategic focus remains intact. Aegon Asset Management delivered a very strong year with EUR 13.7 billion in third-party net deposits driven by both our global platform and strategic partnerships.

We're continuing to invest in a new global technology platform to improve efficiency, scalability, and client service while maintaining our differentiated strengths in retirement-focused and responsible investing. While financial progress is foundational, our strategy is also grounded in a deep sense of purpose. At Aegon, we are here to help people live their best lives, and that includes acting responsibly as a corporate citizen. In 2024, we achieved or exceeded all of our 2025 climate targets ahead of schedule. First, we achieved a reduction of 52% in carbon intensity of corporate fixed income and listed equities against the 2019 baseline compared to our target of 25%. Second, we invested $2.7 billion in climate mitigation and adaptation activities compared to our target of $2.5 billion.

Third, we achieved a reduction of 51% in scope one and two emissions from directly held real estate against the 2019 baseline compared to our target of 25%. Finally, we engaged with the top 20 corporate carbon emitters in the general account, like we said we would. At the end of 2024, we introduced new 2030 sustainability targets, including: one, a 50% reduction in carbon intensity against the 2019 baseline; an additional $1 billion in climate investments; and a 75% reduction in operational emissions. We also supported nearly 500 charities globally through our Global Force for Good initiative and donated close to EUR 10 million to causes including natural disaster relief in Spain, Brazil, and the U.S. We continued to put our customers at the heart of everything we do.

Transamerica's focus on service excellence and Aegon UK's digital enhancements through the Aegon Digital Experience show our commitment to intuitive, secure, and efficient engagement. We also refreshed our brand identities across major markets, bringing visual consistency and clarity to our purpose, which is helping people live their best lives. Our people remain a cornerstone of our success. Engagement levels increased, and I continue to be inspired by the energy and commitment that I see across our global teams. To wrap up, 2024 was a year of delivery. We met our financial targets. We strengthened our businesses. We positioned ourselves for sustainable long-term growth, and we are on track to meet all the targets we set ourselves for 2025. We are confident about the future, but we know there's still more work ahead. We'll remain focused and disciplined.

We'll keep building momentum in our core businesses, and we'll keep delivering for our customers, our employees, and you, our shareholders. We're also looking forward to our next Capital Markets Day, which will take place at the end of this year on December 10th in London. This will be an opportunity to update you on the next phase of our strategy, share new financial targets beyond 2025, and give a deeper insight into how we're positioning Aegon for long-term value creation. We'll talk in more detail about our growth priorities, capital allocation plans, and how we continue to strengthen our businesses in a rapidly evolving market landscape. We hope you'll join us either in person or virtually. Thank you for your continued trust and support. Bill, over to you.

William Connelly
Chair of Board of Directors, Aegon Ltd

Thank you, Lard. Before we address your questions, I would like to inform you about the attendance list of this meeting. Based on the attendance list, I hereby establish that with 69.67% of the issued and outstanding capital being present or represented at the meeting, the quorum requirements have been fulfilled and that we can proceed with the meeting. We will now address your questions regarding Agenda Items 2.1 and 2.2. Tom DeCulper, partner of our independent auditor, E&Y, is available to answer any questions you may have regarding the audit of the 2024 financial statements and services provided by E&Y. Shareholders in the room can raise their hands if they wish to ask a question. Shareholders participating virtually can now either enter their questions in the chat function or they can choose to ask their questions live through a video connection. You can now register to do so.

There is an online moderator to assist you. Before we start, may I please remind you that questions should be related to the agenda items. Prior to this meeting, we have received six questions from the Investor Association VEB, which we will address now. The first five will be addressed directly by management, and the sixth is regarding the board, and I will address. Lard?

Lard Friese
Executive Director and CEO, Aegon

Yes, thank you very much, Bill. I'm not going to suggest that you take the financial assets question, the question on return thresholds, and I think the question on there was one other question that I think you should take as well.

Duncan Russell
CFO, Aegon

Okay. Thank you, Lard.

The first question we received was around financial assets and the progress we've been making on that block of business. Just as a reminder for everyone, we established the financial asset category back at our Capital Markets Day in 2020. At that time, we stated that our aim was to maximize the net present value of that block of business to our shareholders through either reducing the cost of capital, basically the risk profile around the block, or reducing the amount of capital we have employed against that block. Since then, we've been very successful. We've taken a range of unilateral actions, bilateral actions, and a handful of third-party transactions. To put it into context, the capital employed at the time was $5.6 billion in 2020. As of the end of 2024, that had been reduced to $3.4 billion, so a substantial reduction.

In addition, we've been tightly managing the risks, and the risk profile of our block has continued to improve. As I look forward, we're committed to our targets, which is to reduce the required capital further by 2027. We will explore a range of unilateral, bilateral, and third-party actions to deliver upon that, all with an eye on a strict value framework for our shareholders. Second question was around how we think about hurdle requirements for both the financial assets and the strategic assets, and also how we maintain our discipline around those hurdles in this environment. If I keep it simple, on the strategic assets, which, to remind you, are the blocks of businesses that we intend to invest in organically and inorganically to grow our customer base and improve our profitability.

We're targeting IRRs of greater than 10% and attractive payback periods, and we are consistently delivering upon that. On the financial assets, we do recognize that that block of business has a higher cost of capital reflecting its risk profile. As I just mentioned, we've taken substantial management action to reduce that, and we think we are making good progress there. In terms of discipline, the risk and return culture in Aegon is very strong, and I have no concerns about maintaining those hurdle rates in this environment. The final question we received, Lard, was around an update around Section 899 in the U.S., which is a tax topic. Unfortunately, it's too early for us to conclude whether that will have an impact on Aegon or not. It is something that we are obviously actively monitoring, and we're not alone in that.

We are engaging with others, trade bodies, advisors, and government institutions as that legislation emerges. In the meantime, we expect to continue to take out our remittances from the U.S. business, which, to remind you, we take out every second quarter and fourth quarter. We expect to take our remittance out in 2Q this year.

Lard Friese
Executive Director and CEO, Aegon

Thank you very much, Duncan. I have the VEB also had a number of questions, three questions about the business and about the commercial momentum in various areas. Let me start by answering the question of the VEB around the sales in the U.S. The question pertains to WFG. The question says, Aegon aims to grow the U.S. middle market business via WFG, yet life sales declined to $473 million in 2024. That was below the $750 million target for 2027. This is the question that the VEB had, what specific operational or distribution adjustments are being made to ensure that you're going to meet the growth target in light of shifting consumer preferences and increasing competition? The process of transforming Transamerica is ongoing.

We have made good progress, and we remain on our path to deliver on our goal of new life sales of $750 million in 2027. The somewhat lower life sales in 2024 were mainly driven by lower index universal life sales through the WFG distribution channel. This is the agency independent, this is the agency channel that we have with 86,000 agents. Within WFG, we saw some attrition of senior producing life agents, and we saw sales of higher face value life contracts from third parties ahead of the U.S. elections, which is a product segment that Transamerica is not focused on, along with a shift in the mix of sales towards more annuities rather than index universal life demand.

Transamerica continues to enhance the client experience with both improved products and efficient platforms to support sales, and that includes enhancements to both IUL products that provide enhanced value to our customers and agents leveraging a new e-application experience. Furthermore, WFG has implemented a new activation program providing training and other forms of support for newer agents to improve their productivity more quickly. In the first quarter of 2025, we saw new life sales increasing 7% year- on- year, mainly driven by growth in the brokerage channel with 17% as a result of a successful launch of an instant decision offering of a whole life final expense product last autumn. This offering facilitates the completion of an application in approximately 10 minutes-12 minutes across all the channels.

These are kind of the actions that we're taking to ensure that we maintain our commercial momentum and that we continue to be on our path to reach our objectives for 2027. The second question from the VEB related to the international segment. It is indeed, as the VEB mentions, relatively small, but it forms a central part in our strategy, and Aegon is investing in profitable growth. First, the VEB would like to say first and then have a question. New life sales have decreased in 2024 compared to 2023 in three of the four subsegments for international, mainly in Spain and Portugal, China, and Brazil. What does Aegon see as triggers to change that development? The international business is facing some headwinds. Notably, interest rates have gone down in China, and pricing has been adjusted accordingly, and this is a challenge.

We are continuing to grow our inforce book of business in all the markets, and we continue to invest also in profitable growth. To give you an idea, Brazil saw an increase of its gross written premiums of in total 17%. Spain and Portugal saw an increase of 14%, and China an increase of 6%. The gross written premiums, which is the total book of business, is in fact growing in those markets. Also, the value of new business, so what is the value of that new business, has grown by 18% compared with the previous year. The lower performance in Brazil, to be more specific, was mainly driven by the currency, by the depreciation of the Brazilian real.

In China, we are currently reviewing changes to the product mix towards more participating products, as it's called, that can improve the profitable business growth and improve ALM. We expect sales to grow in the long run, but near term, we do expect some muted growth, also in part due to the slowdown of the Chinese economy and, as I mentioned earlier, repricing of products given the lower interest rate environment that we have there. Now, the second question, which actually is about China, is about China sales and about the decline of China sales. Do we, following regulatory changes, and the VEB is asking, did we anticipate those regulatory changes, and how has that affected the profitability and the viability of the local product suite, and does the persistent regulatory uncertainty prompt a reassessment of China's strategic relevance relative to risk-adjusted returns and capital efficiency?

China is still a core market to us since it remains an attractive and underpenetrated market for insurance. We believe that the regulatory changes will make the insurance market price more rationally, and it will become more resilient in the longer run, which is actually something we welcome. Until then, we choose to accept temporary declines in sales hardly offset by higher margins. As a result of regulatory changes, we have chosen to not offer non-participating long-term savings products any longer. The VEB would like to move to one of our other markets, which is Spain and Portugal. The question that the VEB asks is, Aegon serves the highly competitive Spanish and Portuguese market via the partnership with Banco Santander.

What potential for value-creating growth does Aegon see in both markets, and does Aegon consider further expansion and acquisitive growth in these markets in order to improve scale? Indeed, we are very happy and very pleased with the partnership that we have with Banco Santander in Spain and Portugal, and it has performed already for years very well and continues to perform very well. As for potential inorganic growth, just as for all our businesses, if we see opportunities in the coming years that fit our strategy, that we can integrate, and that will create value for our stockholders, we will look at them. If it works, it works. If it does not, we will not. The final question on the business from the VEB is around asset management. The question is as follows.

Following recent outflows in asset management, including in China, what concrete steps are being taken to regain momentum in asset under management growth? Are current product offerings and distribution agreements still fit for purpose, and how does Aegon ensure that profitability does not erode further under persistent fee pressure? To be clear, and I mentioned it also in my opening remarks, net deposits, in particular from third parties in our asset manager, were very strong in 2024, both in our global platforms business and our strategic partnerships. In the first quarter of 2025, net deposits remained strong in the global platforms business and strategic partnerships experienced net outflows, but they were largely driven by one large redemption within our Chinese joint venture, AIFMC.

On the more detailed strategy on Aegon Asset Management, we will soon be presenting it to the market, and that will likely happen at our Capital Markets Day in December. With that, the business questions that the VEB had asked us have been answered. Bill, I hand back to you.

William Connelly
Chair of Board of Directors, Aegon Ltd

Thank you, Lard. Thank you, Duncan. There was an additional question from the VEB regarding the board. The question is, given the strong U.S. presence at the board level, how will the board oversee the balance between shareholder primacy and stakeholder-oriented governance that remains prominent in the Netherlands? I will answer this last question in my capacity as the Chairman of both the board, the Chairman of the board, as well as Chairman of the Nomination and Governance Committee. In our bylaws, it is provided that the board shall take into account, amongst other matters, the long-term consequences of decisions, sustainability, the company's reputation, and the interest of all corporate stakeholders. When deciding on board appointments, we therefore make sure that the overall board composition offers the adequate breadth in terms of industrial, regulatory, and geographical experience to support Aegon's ambition in all markets and considering all its stakeholders.

I am convinced that the current board composition meets this requirement and that the additions of David, Jay, and Lori, which are being proposed today, further strengthen the board's capabilities. This addresses the questions raised by the VEB. May I now invite shareholders to ask their questions? Make sure you clearly state your name for the minutes. Moderators are there to answer any questions from shareholders via the chat or video connection. Thank you for your questions. We have a first video question from Martine Cropos from MN. Can you hear me? And you're free to answer your question. Just want to make sure maybe you want to unmute by any chance. Ms. Cropos?

Martine Cropos
Asset Manager, MN

I am unmuted, if I'm correct.

William Connelly
Chair of Board of Directors, Aegon Ltd

Yes, we can hear you now.

Martine Cropos
Asset Manager, MN

Okay. My apologies.

William Connelly
Chair of Board of Directors, Aegon Ltd

Welcome.

Martine Cropos
Asset Manager, MN

Martine Cropos from MN. Asset manager for several pension funds in the Netherlands, including PME and PMT. I first want to thank you for the annual dialogue that we have with Aegon ahead of the AGM. Thank you very much for the opportunity to speak today as well. We have two questions we would like to address focusing on diversity, equity, and inclusion. While we recognize the sensitivities in the current U.S. political climate and the legal risks, we also want to emphasize the importance of equal opportunity, inclusive workplaces, and equal pay for equal work, as we believe that this remains essential for long-term value creation and risk management. Our first question, for the first time since 2019, women in senior management is no longer a KPI with targets and no longer tied to the STI for 2025. Does Aegon plan to replace the KPI?

If so, will it be linked to the STI? Should a new KPI be included, will it be disclosed prospectively? The second question, the annual report presents the outcomes of the gender pay gap analysis, which reveals a relatively high gap. One of the key drivers appears to be the underrepresentation of women in senior management. Could you share your view on how removing the KPI, so that is, women in senior management, might affect efforts to close the gap? Would you consider an alternative to stimulate closing the gap? Thank you so much.

William Connelly
Chair of Board of Directors, Aegon Ltd

Thank you, Ms. Cropos. I'll pass the first question to Dona Young, Chair of our CHRC, to address the first question. The second one, I will pass to Lard to address the issue that you've raised in terms of gender equality. Dona?

Dona Young
Chair of the Compensation and Human Resources Committee, Aegon

Thank you for your thoughtful question. Let me start by acknowledging the progress that Aegon has made with respect to women in senior management over the last five years. Back in 2020, the level of women in senior management was 29%. In 2024, 39%. We have made significant progress. I think it's important to note that inclusion and diversity at Aegon are much broader than just women in senior management. It goes beyond gender. It includes a broad range of backgrounds and experiences reflective of the geographic footprint that Aegon enjoys. For Aegon, diversity and inclusion, creating an environment, a culture where employees can bring their best selves to work every day, is a matter of good business. It's a matter of enabling employees to contribute their best. For Aegon, this is not a temporary issue. It is embedded in our business strategy.

For 2025, what we have done is we have eliminated, as you point out, the specific KPI with respect to women in senior management, but we have broadened the emphasis on the KPI related to employee engagement. We believe by broadening the percentage on employee engagement, we are actually capturing the broader issue of employees and their relation to their workplace. That data will help us have more granular insight into what is happening in terms of employee engagement. It will be inclusive of diversity. You commented about the political environment, and I just want to make one last comment before I turn it over to Lard to address your second question. Political climates come and go. For Aegon, our commitment to a diverse and inclusive environment is enduring. As I said before, it is rooted in our business strategy.

It enables us to have an engaged employee population that contributes their best and hopefully enables them to live their best lives. Lard?

Lard Friese
Executive Director and CEO, Aegon

Thank you very much, Dona. Thank you for your question, Ms. Cropos. On your second question, no, we do not expect the percentage of women in senior management will decrease. It is not included any longer as one of the KPIs in the short-term incentive plan. Let me explain to you why. First of all, because, as Dona just mentioned, Aegon is deeply committed to be a fair and inclusive company, which includes gender diversity, and that commitment remains unwavering. The measures which drove the increase of women in senior management with 10 percentage points in the last couple of years are now deeply embedded in the organization, such as considering diverse candidates and tracking diversity in our talent pipeline. Lastly, we continue to track our status on women in senior management positions on a monthly basis at our group and business unit levels.

We have seen no degradation in this metric through the end of May, so quite recently, up until quite recently. We currently have employee engagement, as just mentioned, as a broad HR metric for the STI, which measures the effectiveness of policies and actions related to topics such as training, skills development, general working conditions, and diversity. We have no plans to introduce another broad HR metric for the STI at this point in time.

William Connelly
Chair of Board of Directors, Aegon Ltd

Good. We have another question that has come by chat. I will read it out. My name is Mr. Hans Hickers. I have one question regarding the ASR stake. I believe the idea is to hold on to the stake until the full benefits of Aegon Netherlands' assets by ASR is reflected in its share price.

I assume you do this to maximize value for the Aegon shareholders in due course buying back shares with the proceeds. The question is, is it an idea to distribute the ASR shares to Aegon shareholders and in return receive Aegon shares and cancel them and let the Aegon shareholders decide what to do with the ASR position, as this would avoid two huge operations for Aegon costing money and impacting the share price of both shares in the process, as just the announcement of the intended sale of the ASR stake would make the share price drop and vice versa for the Aegon share would rise on the announcement of the share buyback with these proceeds, as the value of the stake is a big proportion of Aegon's total value. Could this idea be something to bring to a vote on an EGM? Thank you. Lard?

Lard Friese
Executive Director and CEO, Aegon

I'm on the board of ASR, so I suggest that.

We'll pass it to the CFO, Duncan.

Duncan Russell
CFO, Aegon

Okay. Thank you for the question. Just to recap, our shareholding in ASR, which is just below 30%, emerged from the strategic transaction we did in the Netherlands, where we combined Aegon and Netherlands with ASR. We earned at that point in time a portion of cash, which we used to buy back stock and reduce our leverage and a shareholding in ASR. In addition, we put in place an asset management agreement to manage part of the assets of ASR. Since we did that transaction, we have received some very healthy dividends from ASR, which helps our free cash flow. Also, the stake we own has gone up in value, which is obviously good news for our shareholders.

We have consistently said that we are long-term strategic owners of ASR and that the criteria under which we would dispose of that stake in the medium to long term would be either that the intrinsic value of ASR is reflected, in our view, in the share price and/or that we have found an alternative for that capital, which is value creating for our shareholders. In terms of should that scenario emerge and the potential for using ASR for a share buyback, the only other point we've said on that is that if that was to be the scenario which we felt was value creating for our shareholders, because ASR is an important contributor to our free cash flow, in that scenario, we'd also need to look at our leverage position.

The alternative use of using it to invest in our business, either organically or inorganically, the leverage topic may be less pressing, depending, of course, on the cash flow profile of what we use it for.

William Connelly
Chair of Board of Directors, Aegon Ltd

Good. Thank you, Duncan. Thank you for your questions. I'm looking at the moderator. Are there any further questions? No? Good. We now move to agenda item 2.3. Dona Young, the Chair of the Compensation and Human Resources Committee, will present the 2024 Remuneration Report. Dona, please proceed.

Dona Young
Chair of the Compensation and Human Resources Committee, Aegon

Thank you, Bill. Ladies and gentlemen, before we ask you to cast your advisory vote on the 2024 Remuneration Report, I would like to share a summary of what was disclosed in the 2024 report and answer your questions. The report included four sections, which described our business and remuneration highlights: our remuneration approach for the general population, the remuneration of the non-executive directors, and the remuneration of the executive director. We will first look at remuneration highlights of last year. At the annual general meeting last year, the new remuneration policy for our executive and non-executive directors was adopted. This policy has been retroactively applied as of January 1st, 2024. The policy contains a new labor market peer group that better reflects the markets for talent at this level of the organization. Under the new policy, the non-executive directors receive annual board retainers and committee membership retainers.

The board retainers are paid 75% in cash and 25% in fixed shares, while the committee retainers are paid fully in cash. The CEO is now eligible for distinct short-term and long-term incentive plans and moved to a remuneration package, which mostly contains variable performance-based remuneration. Lastly, there were minimum shareholding requirements introduced for both the non-executive directors and the CEO. The new remuneration policy has led to changes in the total remuneration received by the non-executive directors in 2024 compared to 2023. This is especially the case for the chair of the board, Mr. Connelly. His remuneration is now better aligned with the new one-tier governance structure and responsibilities, where the CEO and the chair of the board are each other's counterbalance. For completeness, the chair is not eligible for committee retainer fees. There were no deviations from the policy in 2024. For the 2024 performance year, Mr.

Friese has been allocated EUR 1,365,000 in fixed compensation and EUR 3.9 million in total compensation. Please note that this number does not include the open cycle long-term incentive for 2024- 2026, as the performance period is still ongoing. Also, for Mr. Friese, there were no deviations from the policy in 2024. The total compensation for 2023 was the compensation that was allocated to Mr. Friese under the former remuneration policy. The short-term incentive of our CEO for 2024 was based on a mix of financial and ESG performance results. The overall performance result was 126% of target on a performance scale with 100% as target and 200% as maximum. This result was driven by strong results on operating capital generation and most ESG metrics. Based on this result, Lard Friese was allocated a short-term incentive award of EUR 1,720,000. Back to you, Bill. Thank you, Dona.

William Connelly
Chair of Board of Directors, Aegon Ltd

We will now address the questions regarding agenda item 2.3. Moderator, are there any questions from shareholders via the chat or via connection? Okay. Please note that the agenda item 2.3 about the Remuneration Report 2024 is subject to an advisory vote. Let me briefly explain how you can vote via the Lumi application. The voting app displays the following options: for, against, and withheld. After you voted, the display will show your vote. If you want to change your vote, you can do so until the voting is closed. The voting results will be shown at the end of the meeting before any other business. We now move to agenda item 2.4, the approval of the final dividend 2024. This is a voting item. As indicated in the Annual Report 2024, we propose a final 2024 dividend of EUR 0.19 per common share and EUR 0.475 per common share D.

If approved and in combination with the interim dividend paid over the first half of 2024, Aegon's total dividend over 2024 will amount to EUR 0.35 per common share and EUR 0.875 per common share D. We will now address the questions regarding agenda item 2.4. Moderator, are there any questions from shareholders via the chat or via video connection? Okay. Thank you. We will now move to agenda item 3.1, the proposal to appoint Ernst & Young Accountants as the independent auditor for the annual accounts of 2026. In accordance with Bermudian legislation, the accountant must be annually reappointed. We ask our shareholders today to reappoint Ernst & Young as the auditor for the 2026 annual accounts. Are there any questions from our shareholders? Thank you. We now move to agenda item four, the composition of the board of directors.

Let me first address all proposals under this agenda item before taking your questions. For agenda item 4.1, I give the floor to Dona Young.

Dona Young
Chair of the Compensation and Human Resources Committee, Aegon

Thank you, Bill. We propose to reelect William Connelly as Non-Executive Director of the Board of Directors for a term of one year. The Board intends to appoint Mr. Herzog as Chair in the second half of 2025, subject to approval of his appointment today. He will succeed Mr. Connelly. To ensure a smooth transition, we propose to reelect Mr. Connelly as a member for an additional year. Subsequently, Mr. Connelly will retire as Chair and member of the Board in the second half of 2025. More information regarding William Connelly is available in the agenda under Annex 1. We now move to agenda item 4.2, for which I hand the floor back to you, Bill.

William Connelly
Chair of Board of Directors, Aegon Ltd

Thank you, Dona. We now continue with the reelection of Mark Elleman. We propose to reelect Mark Elleman as Non-Executive Director of the Board of Directors for a term of four years, so until the end of the AGM to be held in 2029. More information about Mark Elleman is available in the agenda in Annex 2. Next, we propose to reelect Jack McGarry as Non-Executive Director of the Board of Directors for a second term of four years, so until the end of the AGM to be held in 2029. More information about Jack McGarry is available in the agenda in Annex 3. We now move to agenda item 4.4. We propose to elect Ms. Laurie Fouché as Non-Executive Director of the Board of Directors for a first term of four years, so until the end of the AGM to be held in 2029.

More information about Laurie Fouché is available in the agenda in Annex 4. Next, we propose to elect Mr. David Herzog as non-executive director of the Board of Directors for a first term of four years, so until the end of the AGM to be held in 2029. The Board intends to appoint Mr. Herzog as Chair in the second half of 2025. More information about David Herzog is available in the agenda in Annex 4. Lastly, we propose to elect Mr. Jay Ralph as non-executive director of the Board of Directors for a first term of four years, so until the end of the AGM to be held in 2029. More information about Jay Ralph is available in the agenda in Annex 4. We will now address your questions with respect to these proposals. Moderator, are there any questions from shareholders via the chat or via video connection?

There are no questions. Thank you. We now move to agenda item five, exclusion of preemption rights and the acquisition of shares. Let me briefly cover all three proposals of item five before taking your questions. We propose that the shareholders authorize the Board of Directors to restrict or exclude preemptive rights in connection with the issuance of common shares of less than 10% of the company's issued share capital, as described in the agenda. Upon adoption, this resolution will replace the authorization granted at the 2024 AGM. The proposed authorization will allow the Board of Directors to be flexible and to react quickly to circumstances that require the issuance of common shares. Moving now to agenda item 5.2.

We propose that the shareholders authorize the Board of Directors to restrict or exclude preemptive rights in connection with the rights issued in excess of 10% of the company's issued share capital, as described in the agenda. Upon adoption, this resolution will replace the authorization granted at the 2024 AGM. The proposed authorization will allow the Board of Directors to be flexible and to react quickly to circumstances that require the issuance of common shares. The Board will only use its authority for such issuance to protect the company in exceptional circumstances of financial distress. Lastly, we propose that the shareholders authorize the Board of Directors to acquire shares in the company. The number of shares that may be acquired will not exceed 10% of Aegon's issued share capital at the time the authorization is used.

Common shares and common share Bs may only be acquired at a price not higher than 10% above the actual market value of the shares immediately prior to the acquisition, provided that the number of shares Aegon may at any time hold in its own capital may not exceed 10% of its issued share capital at the time the authorization is used. Upon adoption, this resolution will replace the authorization granted at the 2024 AGM. We will now address the questions for agenda items 5.1, 5.2, and 5.3. Are there any questions from shareholders via the chat or video connection? There are no questions. Thank you. Ladies and gentlemen, item 5 was the last voting item of the agenda. Within a few moments, we will close the live voting. Please submit your votes now if you have not already done so. The voting is now closed.

Within a few moments, we will show the voting results for the agenda items. On your screen, you now see the voting results for each agenda item. You will see three slides. Thank you. I establish that the meeting has granted an advisory vote in favor of the Remuneration Report 2024 and approved the final dividend over 2024. Furthermore, I establish that the meeting has appointed Ernst & Young Accountants as independent auditor for the annual accounts of 2026. I establish that the meeting has reelected Mark Elleman, Jack McGarry, and myself as non-executive director of Aegon's board of directors. Also, I establish that the meeting has elected Laurie Fouché, David Herzog, and Jay Ralph as non-executive directors of Aegon's board of directors.

I wish to thank all my colleagues who have worked with me this last year and congratulate those who have been reelected and welcome the new board members who I look forward to working with. Lastly, I establish that the meeting has authorized the Board of Directors to restrict or exclude preemptive rights in connection with issuance of common shares and to acquire shares in the company. We now move to the agenda item 6, any other business. Before we come to the conclusion of the meeting, I would like to ask if there is any other business to be brought before the meeting. No questions, so I continue. I'm looking if there are any questions. As a last note, before officially closing this meeting, I want to take a moment to thank Dona Young as this meeting concludes her last term as a member of the Board of Directors.

Dona, also on behalf of the other directors, I would like to thank you for your many contributions to Aegon. Your commitment, valuable insights, and pragmatic approach have been valuable assets to the board. We will miss you. We also wish you all the best in the future. Ladies and gentlemen, this concludes Aegon's 2025 annual general meeting of shareholders. On behalf of the board of directors, I would like to thank you very much for your continued support. We will evaluate the setup of our AGM to ensure it remains fit for purpose. As a result, we might consider moving to an audio-only webcast next year. I now close this meeting. Thank you.

Powered by