Aegon Ltd.

Helping people

live their best lives

Integrated Annual Report

2023

Welcome

PDF/printed version

This document is the PDF/printed version of the Integrated Annual Report

2023 of Aegon Ltd. and has been prepared for ease of use and does not

contain European Single Electronic Format (ESEF) information as

specified in the Regulatory Technical Standards on ESEF (Delegated

Regulation (EU) 2019/815). The Integrated Annual Report 2023 was

made publicly available pursuant to section 5:25c of the Dutch Financial

Supervision Act (“Wet op het financieel toezicht”) and was filed with

the Netherlands Authority for the Financial Markets (Autoriteit Financiële

Markten) in European single electronic reporting format (the ESEF

package). The ESEF package is available on the

company’s website

and includes a human readable XHTML version of the Integrated Annual

Report 2023. The auditor’s report of the independent auditor is issued

with the ESEF reporting package. In any case of discrepancies between

this PDF/printed version and the ESEF package, the latter prevails.

This is Aegon’s Integrated Annual Report for the year ended

December 31, 2023. This report outlines our business

environment and material topics and how we address these

through our purpose, vision, and strategy, to steer our business

and create long-term value for our stakeholders. The report also

contains the 2023 consolidated financial statements and

standalone financial statements of Aegon Ltd. (from page 102).

We have prepared the consolidated financial statements

in accordance with the International Financial Reporting

Standards, as adopted by the European Union (EU-IFRS),

as well as the applicable reporting requirements under

the Dutch Civil Code.

This report also conforms to Bermudian laws and regulations.

As of December 31, 2023, Aegon qualified as a non-residential

company under the Dutch Act on Non-Residential Companies.

Consequently, this report has been drawn up in line with the

requirements laid down in Part 9 Book 2 of the Dutch Civil Code.

In compliance with the requirements resulting from

our listing on the New York Stock Exchange, we also

prepare an Annual Report on Form 20-F in accordance

with the requirements of the U.S. Securities and Exchange

Commission. Throughout this document, Aegon Limited (Ltd.) is

also referred to as either “Aegon” or “the company”.

For the purposes of this report, “member companies”

shall mean, with respect to Aegon Ltd., those companies

consolidated in accordance with applicable Dutch and

Bermudian legislation relating to consolidated accounts.

References to “NYSE” and “SEC” relate to the New York Stock

Exchange and the U.S. Securities and Exchange Commission

respectively. Aegon uses “EUR” and “euro” when referring

to the lawful currency of European Monetary Union member

states; “USD” and “US dollar” when referring to the lawful currency

of the United States, and “GBP”, “UK pound”, and “pound sterling”

when referring to the lawful currency of

the United Kingdom.

If you have comments or suggestions about this report, please

contact our headquarters in The Hague, the Netherlands.

Contact details may be found on page 457.

Contents

About Aegon

CEO interview

Our business environment

Our strategy

Governance and

risk management

Boards and Governance

Risk management

Regulation and supervision

Financial information

104

Results of operations

113

Business updates 2023

359

Business overviews

400

Sustainability

information

401

Basis of preparation

406

Our material topics

428

Our commitments

Our

purpose

People are living longer, and we welcome the possibilities this brings.

We see longevity, aging, and changing life patterns as an opportunity

for our customers, our employees, and society as a whole.

As recently as the late 20th century, life consisted of three stages: 20 years of education, 40 years of work, and a short

retirement of 15-20 years. Since then, life expectancy has increased globally. This trend is forcing us to rethink what life should

look like: when we study, work, take breaks, and switch careers. The idea of a standard path no longer applies; there are as many

options as there are lives.

Longer lifespans bring new challenges. But they are also keeping people younger for longer. The old associations with

aging – of frailty and inactivity – are being replaced by the expectation that the years after 60 can be the most rewarding.

This coincides with a growing awareness of the earth’s finite resources: people are increasingly using their extra time

on this planet to find ways to make a positive impact.

Financial services customers are looking to companies to support them in living longer, more varied lives while enabling them

to contribute to a better world. At Aegon, we aim to support society’s transition from the traditional three-stage life to a multi-stage

life, so that people from all walks of life can make the most of their time on earth. That is why, across our businesses, we are guided

and united by a single, clear purpose:

Helping people live their best lives

Integrated Annual Report

2023 |

Who we are

Aegon is an international financial services group with its roots dating

back almost 180 years to the first half of the 19th century. Our ambition

is to build leading businesses that offer their customers investment,

protection, and retirement solutions, always with a clear purpose:

Helping people live their best lives

This commitment requires a sustainable, future-oriented business that actively considers all stakeholders, including our customers,

employees, investors, business partners, and society at large. Our headquarters are located in The Hague, the Netherlands, while

the legal seat of the holding company, Aegon Ltd., has been located in Hamilton, Bermuda, since September 30, 2023.

Business overview

Aegon’s portfolio of businesses includes fully owned businesses in the United States and United Kingdom and a global asset

manager. Aegon also has insurance joint-ventures in Spain & Portugal, China, and Brazil and asset management partnerships

in France and China, and owns a Bermuda-based life insurer, as well as an almost 30% strategic shareholding in the Dutch

insurance company, a.s.r.

Aegon allocates capital towards profitable opportunities in its chosen markets, and we leverage the talent, knowledge, processes,

and technologies of our different businesses. We derive our revenues and earnings from insurance premiums, investment returns,

fees, and commissions. We are growing our direct and affiliated distribution capabilities to engage with customers directly.

Please refer to page 31 and page 34 onward for further information.

Metric tons CO

e/EURm revenue of corporate fixed income and listed equity general account assets. For details on the methodology used,

please see our TCFD disclosure (Methodology) on page 442.

Non-IFRS financial measures. For reconciliation to the most directly comparable IFRS measures, see note 5.

In millions

In billions

Million customers

Employee engagement score

Free cash flow

Women in senior management

Operating result

Weighted average carbon intensity

Revenue-generating investments

23.9

77%

38%

EUR

1,498

EUR

715

EUR

826

338

In billions

Cash Capital at Holding

EUR

2.4

In millions

tCO

e/EURm revenue

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Aegon’s fully owned businesses

In North America, Aegon operates primarily under two brands: Transamerica in the United States (US) and World Financial

Group (WFG) in the US and Canada. Transamerica has two divisions, Workplace Solutions and Individual Solutions.

Workplace Solutions offers retirement plan recordkeeping, advisory services, employee benefits, group annuities,

collective investment trusts, health savings and flexible savings accounts, individual retirement accounts, and stable

value solutions to employers and their employees. Transamerica’s Individual Solutions division offers life insurance,

annuities, and mutual funds to retail customers via various distribution channels, including WFG. WFG is an affiliated

insurance distribution network of around 74,000 independent agents located across the US and Canada, focused

on the distribution of life insurance products to middle-income households.

In the United Kingdom, Aegon is a market-leading investment platform, providing a broad range of investment and

retirement solutions to individuals, advisers, and employers. Aegon UK serves its customers through a combination

of workplace and retail financial advisers.

Aegon Asset Management (Aegon AM) is an active global investment management business with EUR 305 billion

in assets under management for a global client base consisting of pension plans, public funds, insurance companies

(including Aegon’s subsidiaries and partnerships), banks, wealth managers, family offices, and foundations. Aegon AM

owns 49% of Aegon-Industrial Fund Management Company, a Shanghai-based asset manager offering mutual funds,

segregated accounts and advisory services in China. In France, Aegon AM owns 25% of La Banque Postal Asset Management.

Aegon's partnerships

Aegon creates value through its partnerships by combining strong local partners with Aegon’s international expertise.

In Spain & Portugal, Aegon has a strategic partnership with Banco Santander to distribute life, health, and non-life insurance

products through the bank’s branches, with Aegon owning a 51% stake in the joint venture. Aegon Spain’s own distribution

channel offers life insurance, health insurance, and pension products.

In China, Aegon owns a 50% stake in Aegon THTF Life Insurance Company, which offers life insurance solutions through

a network of branches, primarily in eastern China.

In Brazil, Aegon has a 59.2% economic interest, and 50% of voting common shares, in Mongeral Aegon Group (MAG Seguros),

the country’s third-largest independent life insurer. MAG Seguros offers individual protection solutions. Together with Banco

Cooperativo do Brasil (Bancoob), MAG Seguros also operates a joint venture company dedicated to providing life insurance

and pension products within the Sicoob, Brazil's largest cooperative financial system.

In July 2023, Aegon completed the transaction to combine its Dutch pension, life and non-life insurance, banking, and mortgage

origination activities with a.s.r. The completion of the transaction also marked the beginning of Aegon’s asset management

partnership with a.s.r. As part of the transaction, Aegon received EUR 2.2 billion in cash proceeds and a 29.99% strategic

shareholding in a.s.r.

Further information on our businesses can be found in the business overview section on page 13 and 14 of this report.

Integrated Annual Report

2023 |

About Aegon

•

Aegon’s Extraordinary Meeting of Shareholders (EGM)

approves 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.

•

USA Today selects Transamerica as a top choice

for life insurance policies, naming the business

the best for living benefits.

•

Transamerica is singled out by Forbes Advisor

in the life insurance industry for reliable cash

value policy illustrations.

•

In celebration of Aegon’s 20

anniversary in China,

Aegon THTF launches its new customer brand,

Elite Service Plus, to provide more comprehensive

protection for customers with a focus on health

and aging care services. In addition, it launches

Aegon THTF YiX, a critical illness insurance product

designed to address unmet health insurance needs

and the high cost threshold of existing commercial

health insurance.

•

Aegon hosts an educational webinar to outline its

implementation of the accounting standards IFRS 17

and IFRS 9, which took effect on January 1, 2023.

•

Aegon announces the sale of its UK individual protection

book to Royal London, supporting Aegon UK’s focus on

its core retail and workplace platform.

•

Aegon completes the sale of Aegon’s insurance,

pension, and asset management businesses in

Central and Eastern Europe to Vienna Insurance Group.

•

Aegon completes a share buyback program that aims

to return EUR 200 million of surplus cash capital

to shareholders.

•

Aegon expands its 2025 climate targets to strengthen

its commitment to net-zero emissions by 2050 and

will reduce the carbon intensity of its directly held

real estate investments by 25% by 2025.

•

Aegon strengthens its asset management capabilities

by acquiring NIBC’s European collateralized loan

obligation (CLO) activities.

•

Aegon’s Capital Markets Day in London unveils the next

chapter in the company’s strategy to create leading

businesses in investment, protection, and retirement

solutions. Transamerica is to accelerate its growth and

build America’s leading middle market life insurance

and retirement company.

2023 milestones

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

•

Aegon completes the combination of its Dutch

pension, life and non-life insurance, banking, and

mortgage origination activities with a.s.r. and begins

its asset management partnership with a.s.r.

•

Aegon announces a EUR 1.5 billion share buyback

program, following the completion of the transaction

with a.s.r.

•

Aegon Asset Management and La Banque Postale

extend their partnership to 2035 via their joint venture,

La Banque Postale Asset Management (LBP AM), and

complete the acquisition of La Financière de l’Échiquier,

a French asset manager.

•

Aegon announces the sale of its 56% stake in its

joint venture in India, Aegon Life Insurance Company,

to Bandhan Financial Holdings Limited.

•

Aegon increases its economic interest in its Brazilian

joint venture, Mongeral Aegon Group, to 59.2%.

•

Aegon UK extends its partnership with Nationwide

Building Society (NBS) to support its strategy to be

the leading digital platform provider in the workplace

and retail markets.

•

Aegon completes its re-domiciliation to Bermuda,

as a result the company became a Bermuda entity:

Aegon Ltd.

•

Aegon UK is accepted as a signatory to the Financial

Reporting Council’s UK Stewardship Code.

•

Aegon’s group supervision transfers to the Bermuda

Monetary Authority (BMA).

•

Aegon announces its intention to move its

headquarters to the World Trade Center office

complex at Schiphol Airport, which aligns with

Aegon’s identity as an internationally operating

financial services company.

•

Aegon celebrates 40 years listed on Euronext

Amsterdam with gong ceremony at Euronext.

•

a.s.r. and Aegon combine art collections to form

Stichting Kunst & Historisch Bezit a.s.r. & Aegon.

Integrated Annual Report

2023 |

About Aegon

In 2023, Aegon completed significant steps in its transformation to create

leading businesses in investment, protection, and retirement solutions.

We also revealed our plans to accelerate the execution of our strategy

as we entered a new chapter in our transformation.

Positioned to build

market leaders

Lard Friese

CEO Aegon Ltd.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Aegon took major steps in its transformation

in 2023. How do you look back on the year?

It was a historic year for Aegon. While we made progress

in several areas, three events stand out to me as major

milestones.

First, we closed the transaction to combine our Dutch pension,

life and non-life insurance, banking, and mortgage origination

activities with a.s.r. In doing so, we created a leading Dutch

insurance company, in which we now own an almost 30%

strategic shareholding. As part of that transaction, we also

began a long-term asset management partnership with a.s.r.,

further strengthening the leading position of Aegon Asset

Management in Alternative Fixed Income and Retirement

Investment Solutions in the Netherlands.

In September, we took the historic step of redomiciling our

legal seat to Bermuda, while maintaining our headquarters

in the Netherlands and remaining a Dutch tax resident.

Following the transaction with a.s.r., Aegon no longer had

a regulated insurance entity in the Netherlands. This meant

that we needed a new group supervisor. Following discussions

in our college of supervisors, one of the existing members,

the Bermuda Monetary Authority, informed Aegon that it would

assume this role if the company moved its legal domicile

to Bermuda.

Finally, we held our Capital Markets Day in London, where

we presented our strategy for Transamerica to focus

on the American middle market, and outlined our plans and

financial targets for the next three years as we work toward

our ambition to create leading businesses in investment,

protection, and retirement solutions.

In another volatile year, how did Aegon

navigate the changing market landscape

for its stakeholders?

2023 was marked by widespread volatility across the global

economy. We saw continued high inflation and rising

interest rates, coupled with increased geopolitical instability,

from the continued Russian war of aggression against

Ukraine to the global energy crisis, and the war between

Israel and Hamas.

These events had a direct impact on our stakeholders.

Around the world, ordinary households felt the effects

of rising living costs and increased financial uncertainty.

Moreover, they took place against the backdrop of a society

that is living longer and, at the same time, becoming more

attuned to challenges such as climate change and inequality.

In this climate of heightened uncertainty, Aegon has continued

to do what it does best. This includes navigating the uncertain

financial landscape to deliver robust returns for our investors,

and also taking steps to help all our stakeholders – whether

they are our customers, employees, or local communities –

live their best lives.

Reflecting on our financial performance, I’m extremely proud

of what we achieved in 2023.

Throughout a year characterized in many places

by geopolitical upheaval and economic uncertainty,

we maintained a solid commercial momentum, driven

by strong performances in our US business, Transamerica,

our UK workplace business, and our joint ventures

in Brazil and China.

We exceeded our guidance on operating capital generation

(OCG) for 2023, with a final result of EUR 1,280 million; our

business units remained well capitalized; and we maintained

a strong holding company cash position. Our free cash flow

amounted to EUR 715 million for the year, enabling us to

exceed our guidance for 2023.

2023 also saw us report for the first time under the new

IFRS 17 standard. Our operating result for the year was

EUR 1,498 million, down from EUR 1,802 million in 2022.

This reflected one-time benefits in the previous year, as well

as the impact of management actions, such as those

announced at our 2023 Capital Markets Day. OCG continues

to be the primary lens by which we evaluate our business

performance and steer the company.

At the same time, we continued to offer our shareholders

attractive capital distributions. As of December 31, 2023,

we had completed 54% of our current EUR 1.5 billion share

buyback program, and we have proposed a final dividend

of 16 cents per share. On this basis, the total dividend paid

for the full year 2023 will be 30 cents per share, in line with

our target.

What does the next chapter in Aegon’s

transformation entail?

A key strategic focus is to ensure that our largest business,

Transamerica, reaches its full potential. We are accelerating

the company’s growth to build America’s leading middle-

market life insurance and retirement company. To achieve this,

Transamerica will continue to develop World Financial Group

(WFG), its affiliated insurance agency of approximately 74,000

independent agents. We will also invest in Transamerica’s

product manufacturing capabilities and operating model

to provide a better customer experience and increase sales.

Integrated Annual Report

2023 |

About Aegon

In addition, we will strengthen Aegon’s UK and our global asset

management business and support them in their journeys

to build leadership positions. We will also continue to invest

in the growth of our various insurance and asset management

partnerships.

I am proud that, throughout this period of significant change,

we continued to deliver on our purpose of

Helping people

live their best lives

. Key to this has been strengthening

the support we provide to our customers, including with

the expansion of our product portfolio offered by our

US business, Transamerica, as well as a new customer-facing

system introduced by Aegon UK.

What other achievements stand out for you?

At the same time, we maintained our solid commercial

performance throughout 2023, particularly in our

US business, Transamerica. I should add that our good

commercial performance, and our solid and consistent

capital generation, allowed us to deliver the strong capital

return to our shareholders.

This performance, together with the important steps

we took in 2023, has given us a solid foundation to continue

with the next chapter of our transformation. I would like

to thank my colleagues for all of their hard work and

dedication which enabled us to achieve so much during

these eventful 12 months.

How do the steps Aegon is taking align with

the company’s sustainability ambitions?

At Aegon, we believe that sustainability is key to creating

a fair and healthy society and getting the best long term

results for our customers - enabling them to live their best

lives. In 2023, we continued to make progress with our net-

zero commitments and our broader sustainability plans.

In June, we announced an additional climate goal to reduce

the carbon intensity of our directly held real estate investments.

We are also taking steps to improve our own climate impact

by addressing our operational footprint. And, alongside our

range of products offering competitive investment returns,

we also increasingly offer responsible investment options

for clients wishing to incorporate sustainability into their

investment strategy.

Meanwhile, inclusion and diversity (I&D) continues to be

an important focus for the company and its stakeholders.

It is also an area where we can make an overall positive

difference, both as an employer and as a partner in our

local communities.

In 2023, Aegon donated more than EUR 7.5 million to

community projects to promote financial and social inclusion.

In the same spirit, thousands of our colleagues gave their

time to good causes in their local communities as part of

Aegon’s inaugural company-wide Force for Good Day in May.

I also believe that, as a major financial services company,

Aegon has a wider responsibility to help those in need around

the world whenever and wherever we can. With this in mind,

we donated to relief efforts following the earthquake in Turkey

and Syria, and the devastating wildfire in Maui, Hawaii.

What does 2024 hold for Aegon?

2023 was an important year in which we took great steps

forward together as a company, but there will be more to

come in 2024. I am confident that Aegon now has a robust

corporate structure that will enable us to build market-leading

businesses. We also have the financial flexibility to invest

where we see opportunities for growth. Together with the

talent we have across all our businesses, this means that we

can remain fully focused on delivering value to all our

customers, shareholders, and other stakeholders during 2024.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Aegon operates in a complex and fast-moving environment influenced

by a wide range of economic, political, financial, regulatory, social,

and environmental factors. In this increasingly volatile and uncertain

landscape, our purpose and value proposition are paramount.

In addition to our immediate operating environment, we examine

the longer-term horizon to identify trends and developments that have

the potential to significantly impact our business and our stakeholders,

positively or negatively, in the years ahead.

Our business

environment

Integrated Annual Report

2023 |

Macroeconomic and geopolitical context

2023 was marked by external developments of high relevance

to Aegon and its stakeholders as rising geopolitical tensions

continued to have far-reaching effects. Russia’s ongoing

invasion in Ukraine; the Hamas terrorist attacks in October

and the resulting Israel-Hamas war; and a growing East-West

economic decoupling underscored the vulnerability of global

markets. At the same time, the broad political divide in the US

added to global uncertainties.

The global economy was largely resilient to these headwinds.

In particular, US gross domestic product (GDP) grew at

an annual rate of 3.1% in the fourth quarter of 2023.

However, rising inflation and the associated cost of living

crisis continued to dominate the economic debate in

much of the developed world, with headline inflation often

exceeding 10%. While inflationary pressures eased for

the most part in the second half of the year, inflation has

generally remained above central bank targets, impacting

consumers through mortgage rate increases and higher

borrowing costs. Meanwhile, a prolonged high-interest-rate

environment threatens to trigger a slowdown in the US and

European labor market in 2024 as companies defer spending

and investment. The economic uncertainty in the West

has been mirrored in China, which is struggling to meet

the government's economic growth targets following

the removal of the zero-COVID-19 policy.

Ongoing economic disruption threatens to continue to weigh

on equity markets and further expose vulnerabilities

in certain sectors, including real estate. On the other hand,

there is scope for equities to outperform as companies

pass on higher labor and commodity costs to boost profits.

A high interest rate environment should also boost fixed

income markets, including relatively high yields on highly

rated government bonds.

Demographics and longevity

Demographic trends have the potential to affect regional

populations and, consequently, their economic environments,

with implications for future spending trends, labor markets, and

economic performance. Specifically, demographic changes

affect interest rates through their impact on aggregate savings

and investment intentions. This, in turn, influences expected

returns on bonds and equities over the longer term, which can

affect strategic asset allocation.

A key demographic trend in high-income countries

is the disparity in life expectancy along racial lines.

According to research published in the American Journal

of Epidemiology, minority groups often experience shorter

life spans. This trend, known as the "longevity disadvantage,"

has been exacerbated by the COVID-19 pandemic, which

has had a disproportionate impact on the health of minority

groups in many countries.

The findings are consistent with broader trends in social

equality, as financial and other aspects of individual wellbeing

become concentrated in certain segments of the population.

At Aegon, we are implementing new strategies to reach

traditionally underserved groups; for example, by expanding

distribution networks and continuing to offer financial

products and advice at accessible prices (see "Sustainability"

on page 22 and "Sharing value with our stakeholders in 2023"

on page 30).

Aegon's research points to other long-term demographic

trends relevant to the financial services industry. A study

commissioned by Aegon in 2023 showed that many people

underestimate their life expectancy. The findings underscore

the importance of developing consumers' awareness

and understanding of life expectancy to help them to plan

appropriately for a longer, multi-stage life.

New technologies and innovation

The pace of technological advancement continued

to accelerate in 2023. It was a breakout year for Generative

Artificial Intelligence (GenAI) in particular, as significant

advances and the emergence of accessible tools such

as ChatGPT opened up the possibilities of AI technology

to non-specialists. As organizations explore the possibilities

of the technology, the long-term potential for business

disruption is significant. Financial services companies

can benefit from productivity gains while finding new ways

to improve the customer experience and augment their

workforces to address the growing challenge of attracting

and retaining talent. Early adopters will also have

the opportunity to gain a competitive advantage by leveraging

AI tools and platforms to better attract and retain customers.

However, recent breakthroughs have also further highlighted

the risks of AI technology, including threats related to

data use and privacy, false information (due to so-called

"hallucinations"), and ethical and bias risks. In December 2023,

the European Parliament and European Council reached

a political agreement on the proposed Artificial Intelligence

Act, which aims to control the use of GenAI. The legislation

proposes to classify AI systems by risk level and outlines

documentation, audit, and process requirements for each

risk level. Aegon is taking steps to address the potential risks

and opportunities of emerging AI technologies, including

updating our company-wide policies with clear guardrails

around AI and creating guidelines around AI utilization for

all employees.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Sustainability-related developments

Climate change and the energy transition continued

to dominate the global agenda in 2023 as extreme

weather events continued to take their toll on communities

around the world.

Growing climate concerns, combined with the desire for

energy independence, are accelerating the transition

to renewables in leading economies. In 2023, China became

the world’s largest producer of solar and wind power and now

has the largest pipeline of new capacity. Meanwhile, the US

began to see the results of the Inflation Reduction Act

(IRA), with more than USD 270 billion invested in US-based

clean energy projects through mid-2023 since the passage

of this landmark legislation. This included the construction

or expansion of approximately 80 utility-scale clean energy

manufacturing facilities. In Europe, the energy transition was

supported by the REPowerEU program, which aims to end

dependence on Russian fossil fuels through energy savings

and diversification, and by accelerating the deployment

of renewable energy infrastructure.

Despite increasing global convergence on energy policy,

divergent views on sustainability persisted in many

of Aegon's markets. In the US, the environmental, social,

and governance (ESG) divide continued to widen in 2023.

During the year, Republican attorney generals from 21 states

raised concerns with insurers, asset managers, and other

financial institutions about their consideration of ESG

factors. Meanwhile, in the United Kingdom, the incumbent

government announced its intention to roll back various

net-zero commitments. In the political sphere, growing

anti-ESG sentiment is countered by decisive political action

on sustainability. In September 2023, the US state of California

launched a lawsuit against five of the world's largest oil

companies and their subsidiaries for their role in the climate

crisis and the costs to taxpayers in terms of health and

environmental impacts. The polarity of the climate debate

requires financial services companies to be increasingly

sensitive to ESG product development, as well as the adoption

and the communication of sustainability ambitions.

The marketing of ESG-focused financial products has also

been impacted by increased regulation around the use

of "green claims”, with various jurisdictions pursuing

new legislation to combat greenwashing. In March 2023,

the European Commission announced proposals for

its Green Claims Directive, which aims to strengthen

consumer protection against untrustworthy or false

environmental claims.

In addition to the incoming EU Corporate Sustainability

Reporting Directive (CSRD), the United Kingdom has also

introduced new rules on corporate sustainability disclosure,

which will come into force in 2024. In addition, the U.S.

Securities and Exchange Commission (SEC) has introduced

amendments to the Investment Company Act's "Names Rule,"

which addresses fund names that may mislead investors

about specific investments and their risks.

The issue of nature and biodiversity loss has become

increasingly central to the climate debate in recent

years, as climate science highlights the importance

of nature-related actions, such as protecting carbon

sinks and transforming agriculture, to limit global

temperature increases in line with the Paris Agreement

goals. In September 2023, the Taskforce on Nature-

Related Financial Disclosures (TNFD) published its final

recommendations for nature-related risk management and

disclosure, urging companies to directly address nature-

related dependencies, impacts, risks, and opportunities

in their strategies and operations. The recommendations

set the tone for Climate Week NYC 2023, which highlighted

the importance of nature-related actions in achieving

net-zero goals. The financial services value chain increasingly

recognizes the loss of biodiversity and nature as a significant

long-term threat to society as a whole.

Integrated Annual Report

2023 |

Our business environment

At Aegon, we are taking steps to strengthen our business in the face

of our changing business environment and the evolving needs and

expectations of our stakeholders. We aim to give people the confidence

and flexibility to live their best lives and contribute to a better world.

As we work to realize our vision to create leading businesses

in investment, protection, and retirement solutions, our strategy

also considers the opportunities and challenges our stakeholders

face in today’s evolving financial services landscape.

How we execute our purpose

and vision

Our strategy

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Investment proposition

Leader in

investment,

protection, and

retirement

solutions

Clear strategic

focus, building on

our strengths

Value-

creating capital

allocation

Strong balance

sheet and

growing capital

distributions

Improving

operational

performance

Guided by our purpose

Our purpose of

Helping people live their best lives

guides

how we engage with both our customers and our wider

stakeholder community. We aim to maximize value for all

stakeholders by enabling them to seize the opportunities

presented by a changing demographic landscape, and to join

us in shaping a healthy, equitable world. This approach provides

the foundation for Aegon's vision and strategy, as well as all

subsequent business planning and decision-making.

Our solutions for investment, protection, and retirement

are designed to help our customers make the most of

a longer, multi-stage life and make the right choices for

their future. For our workforce, we aim to foster a purpose-led,

inclusive culture that leads to rewarding and fulfilling career

opportunities. With our suppliers and business partners,

we seek to cultivate strong, respectful relationships that

enable them to support our customers. For our investors,

we focus our efforts on generating predictable, competitive

returns. In addition to addressing the needs and expectations

of our immediate stakeholders, we seek to have a positive

impact on the world around us through our integrated

sustainability approach. This includes our long-standing

focus on responsible investing, our net-zero commitment,

and our focus on fostering a fair and inclusive company.

Building on our strengths

One of our most important resources at Aegon is the deep

knowledge and expertise of our global workforce. Across

all our businesses and partnerships, we have a clearly

defined workforce strategy and culture that aims to attract,

preserve, and develop the talent we have within our company.

We leverage business synergies across our company and

our different markets; for example, through the strong links

between businesses that we want to grow and our global

asset manager. Similarly, the asset management teams

strive to deliver strong investment returns, to support

the sound and effective management of the large back

books associated with our businesses in run-off.

Aegon supports this strategy at the holding company

level by outlining strategy, allocating capital, defining risk

appetite, setting targets, and driving strategy implementation.

We also take a centralized approach to determining

functional mandates, setting policies and frameworks,

and providing shareholder services. In tandem with this,

Aegon’s businesses develop local strategies and operating

plans within the company’s strategic framework and ensure

their implementation.

Clear strategic focus, executed through

our businesses and partnerships

Since 2020, Aegon has been taking structured steps

to become a more focused company with an improved

operational performance, a stronger balance sheet,

and an enhanced risk profile. The 2023 completion

of the combination with a.s.r. concluded the first chapter

of Aegon’s transformation journey, enabling us to accelerate

the execution of our strategy.

In the

Americas

, Transamerica, the largest of Aegon’s

businesses, is a leading provider of life insurance, retirement,

and investment solutions, serving millions of customers with

a strong track record of making financial services available

to a broad range of customers. We aim to build on this

inclusive approach to accelerate Transamerica’s growth

and build America’s leading middle-market life insurance and

retirement company. Representing approximately 68 million

middle-income households, this rapidly growing market

is the largest in the US, but it remains relatively underserved

by the financial services industry. Transamerica is well

positioned to seize the opportunities in this market through

its Individual Solutions and Workplace Solutions business

lines. Within these business lines, we distinguish between

Strategic and Financial Assets. The capital allocation

approach centers on the reallocation of capital from

Financial Assets to Strategic Assets.

Strategic Assets are businesses with a greater potential

for an attractive return on capital, and where Aegon is well

positioned for growth. We invest in profitable growth

by expanding our customer base with a focus on providing

middle-income retail customers with selected life insurance

and investment products based on two strategic focus areas.

Integrated Annual Report

2023 |

Our strategy

First, Transamerica will invest further in World Financial

Group (WFG), its affiliated insurance distribution network

of approximately 74,000 independent agents, with plans

to grow the number of WFG agents to 110,000 by 2027

while at the same time improving agent productivity.

In addition, Transamerica will invest in its product

manufacturing capabilities and operating model to position

its individual life insurance business for further growth,

with distribution through both WFG and third parties.

In Transamerica’s Workplace Solutions division, we aim

to increase earnings on in-force from the retirement

business to between USD 275 million and USD 300 million

by 2027. The retirement business provides recordkeeping,

administration and investment services for defined

contribution, defined benefit and non-qualified plans,

and advice to plan participants and retirement investors.

It focuses on mid-market participants and the pooled plan

solutions market in the US. Transamerica is also growing

its offering of ancillary products and services to plans,

participants and retirement investors.

The US Financial Assets are blocks of business that are

capital-intensive with relatively low returns on the capital

employed. New sales for these blocks are limited and focused

on products with higher returns and a moderate risk profile.

We aim to maximize the value of these businesses through

disciplined risk management and capital management

actions. These businesses include Fixed and Variable

Annuities with interest rate sensitive riders, and a stand-

alone long-term care insurance portfolio. Since mid-2023,

the legacy Universal Life portfolio and Single Premium Group

Annuities (SPGA) have been added as Financial Assets.

the

United Kingdom

, Aegon focuses on providing

pension, savings and investment solutions for over 4 million

customers, working with financial advisers and employers.

Aegon UK is the UK’s largest investment platform, providing

workplace pension schemes to over 9,000 employers.

In the UK, we aim to sharpen our competitive edge

by improving the digital experience for customers, advisers,

and employers. In August, Aegon announced an extension

of its strategic partnership with Nationwide Building

Society (NBS), under which NBS’ financial planning teams

will move to Aegon UK. In addition, Aegon UK will continue

to provide the platform on which NBS members manage

their investments.

Our global asset manager,

Aegon Asset Management

(Aegon AM) is also an important contributor to our strategy,

and we aim to drive its growth and improve profitability.

We are implementing a new global technology platform

to reduce costs and make Aegon AM more client-focused

and scalable. Leveraging our global brand and a global

operating platform, Aegon AM operates through Aegon’s

local subsidiaries and partnerships, as well as independently

in Germany and Hungary. In China, Aegon AM owns 49%

of Aegon-Industrial Fund Management Company, an asset

manager offering mutual funds, segregated accounts,

and advisory services. In France, Aegon AM owns 25% of

La Banque Postal Asset Management (LBP AM). In July 2023,

Aegon AM and La Banque Postale announced an extension

of their asset management joint venture in LBP AM through

2035. Aegon AM participated in LBP AM’s capital raising

to support the acquisition of La Financière de l’Échiquier,

which will consolidate LBP AM’s market position. Furthermore,

the completion of the transaction with a.s.r. marks

the beginning of the related asset management partnership

with a.s.r. The partnership will strengthen Aegon AM’s position

as a provider of distinct capabilities in retirement-related

investment solutions, alternative fixed income investments,

and responsible investing.

Aegon will also continue to expand its strong partnership

businesses by making the most of their scale and untapped

potential. In

Spain & Portugal

, we will continue to grow

the business through our long-standing bancassurance

partnership with Banco Santander. We will also invest further

China

and

Brazil

, where we aim to generate growing

volumes and earnings, including by expanding distribution.

Aegon announced in Q3 that it increased its economic stake

in the local joint venture in Brazil to 59.2% to underline its

commitment to this market.

the Netherlands

, Aegon completed the transaction

to combine its Dutch pension, life and non-life insurance,

banking, and mortgage origination activities with a.s.r.

in July 2023. As part of the transaction, Aegon received

EUR 2.2 billion in cash proceeds and a 29.99% stake

in a.s.r. Aegon outlined the framework for its almost

30% shareholding at its June 2023 Capital Markets Day.

In principle, Aegon will hold the stake until the a.s.r. share

price reflects the intrinsic value, unless value-creating

opportunities present themselves.

Transamerica Life (Bermuda)

, Aegon’s provider of life

insurance products and services to affluent and high-

net-worth individuals predominantly in Asia and beyond,

is managed as a Financial Asset to maximize value and free

up excess capital. Its universal life portfolio was internally

reinsured to Transamerica in 2022.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

A clear model for achieving our vision

We aim to create a resilient, future-fit business: a well-

managed and well-respected company that delivers value

for its stakeholders, including attractive capital returns

to shareholders. While our strategy directly supports this

vision, our ambition goes beyond operational or financial

performance, as we also aim to have a positive impact

on society and the environment.

Achieving this overall vision will involve building on our

existing strengths; first and foremost, our proven ability

to operate trusted brands and leading retirement platforms

in our chosen markets. Aegon provides advanced retirement

and asset management solutions, and life insurance and

protection products. We deliver these by leveraging our

strong foundations in large established markets, as well as

in under-penetrated, growing markets.

With this approach, Aegon is well placed to benefit from

favorable structural trends and create leading businesses

in locations where demographic realities require customers

to save more. In all our businesses, our customers are

the starting point for the development of our financial

solutions, and we proactively assess their needs and develop

products and services to suit. We then estimate and price

the risk to us as a provider. After branding, our products and

services are distributed through intermediaries, which include

brokers, banks, and financial advisers, or marketed directly

to customers.

In exchange for Aegon’s products and services, our

customers pay fees or premiums to our businesses, or

make deposits on certain pension, savings, and investment

products. We earn returns for our customers by investing

these premiums and paying out claims and benefits

to address the promises and guarantees associated with

our insurance products. For non-insurance products such

as retirement plans or saving deposits, customers make

withdrawals based on pre-agreed terms and conditions.

We use the remaining funds to cover our expenses, support

new investments, and return profits to our shareholders.

Aegon’s 23.9-million-strong customer base provides a robust

foundation from which to expand and develop the business.

As a diversified international company, we have the reach

to deliver our propositions to a broad range of customers,

who will increasingly benefit from more sophisticated and

tailored digital services and advice. Our global, integrated

asset management business is also an important driver

of our continued success, enabling us to grow our share

of the overall Assets under Administration over time.

Value-creating capital allocation

Aegon operates a focused business portfolio to deliver

success for the company and its stakeholders on the way

to realizing its vision. Through our fully owned businesses

and partnerships, we strive to be seen as a leader that offers

contemporary propositions and outstanding, digitally enabled

customer service.

In the US, Aegon’s capital allocation approach centers

on reallocating capital from Financial Assets to Strategic

Assets. Since the 2020 Aegon Capital Markets Day,

USD 1.5 billion has been released from Financial Assets,

and we will continue to reduce our exposure to Financial

Assets and improve the quantity and quality of our capital

generation in the coming years. Additional management

actions aim to release another USD 1.2 billion of capital

through 2027. The financial flexibility this creates will be

prioritized to further reduce exposure to Financial Assets

to support additional investment in Strategic Assets.

In April 2023, Aegon UK announced the sale of its UK individual

protection book to Royal London. Aegon UK initially reinsured

the portfolio to Royal London, and will ultimately transfer

legal ownership to Royal London through a Part VII transfer

in 2024, subject to court approval. This supported the strategy

to focus on its core Workplace and Retail platform activities

in the United Kingdom, as part of Aegon’s ambition to create

leading businesses.

In addition, as part of the strategy announced at the Capital

Markets Day in December 2020, Aegon has exited various

small and niche markets in order to focus on those markets

where Aegon is well positioned to create value. This includes

the sale of the company’s businesses in Central & Eastern

Europe to Vienna Insurance Group AG, which took place over

several stages and was completed in June 2023. In addition,

Aegon announced in July, the sale of its 56% stake in its

business in India to Bandhan Financial Holdings Limited.

The transaction was completed on February 23, 2024.

Integrated Annual Report

2023 |

Our strategy

Aegon’s re-domiciliation to Bermuda

Following the transaction with a.s.r., Aegon

no longer has a regulated insurance business

in the Netherlands. This has resulted in a significant

shift in our geographic footprint, with more than 99%

of the company’s business activities now taking place

outside the European Union

and therefore not subject

to the EU Solvency II regime.

Following consultation with the members

of the College of Supervisors, the Bermudian

financial services regulator, the Bermuda

Monetary Authority (BMA), informed Aegon that

it would become the company’s group supervisor

if Aegon’s legal domicile were transferred to Bermuda.

Bermuda’s highly regarded regulatory regime

has been granted equivalence status by both

the European Union and the United Kingdom, and

it has been designated as a qualified and reciprocal

jurisdiction by the National Association of Insurance

Commissioners in the United States. We have agreed

transitional arrangements with the BMA to provide

shareholders with the necessary stability in our

capital management framework. For more information

on the transitional arrangements, we refer to

“Regulation and supervision” on page 95.

In September, we moved our legal seat to Bermuda,

which required converting our legal form from

a Dutch N.V. into a Bermuda Ltd. As a result, our

governance approach became subject to Bermuda

law. We have ensured that the interests of Aegon and

all its stakeholders continue to be taken into account

and that Aegon applies recognized international

governance standards while preserving the most

material governance principles while also recognizing

the change in our business perimeter. The new

governance structure includes the move to a single-

tier Board with Non-Executive Board members and

the CEO as an Executive member. Further details

about our governance arrangements can be found

on our

website

The transfer of Aegon’s legal seat to Bermuda

also allows us to maintain our headquarters

in the Netherlands and remain a Dutch tax resident.

We have also maintained our listings on Euronext

Amsterdam and the New York Stock Exchange (NYSE).

Strong balance sheet

Maintaining a strong balance sheet is a prerequisite for

Aegon to achieve its overall vision. It allows us to build

leading, advantaged businesses that can actively contribute

to a healthier, more equitable society, and create value

for our customers and wider stakeholder base in line with

our purpose.

Moreover, we maintain a strong balance sheet in order

to focus time and energy on increasing the return on capital

and the return of capital to shareholders. We have a clear

capital management policy in place that informs our capital

deployment decisions, which is driven by the Cash Capital

at Holding and is supported by reliable remittances from

the units. Aegon has a strong and resilient balance sheet

with an enhanced risk profile.

Transamerica continues to take in-force management actions

on Financial Assets, which aim to release the additional

USD 1.2 billion of capital before year-end 2027. The legacy

Universal Life Financial Asset portfolio includes a book

of Secondary Guarantee Universal Life (SGUL) policies.

In July 2023, Transamerica agreed to reinsure USD 1.4 billion

of statutory reserves of the SGUL portfolio to Wilton Re.

The transaction reduced the business’ exposure to mortality

risk while covering approximately 14,000 policies and 12%

of the total reserves backing this product line. The transaction

generated approximately USD 240 million of capital, of which

USD 50 million is from reduced capital requirements.

Transamerica is using this capital to support its ongoing

management action of buying back up to 40% of the face

value of universal life policies that are owned by institutional

investors. Together with the previous reinsurance transaction

undertaken at the end of 2021, a total of 30% of the net

amount at risk and 25% of the statutory reserves backing

the SGUL portfolio have now been reinsured.

For its Long-Term Care Insurance portfolio, Transamerica has

removed the remaining morbidity-improvement assumption

and increased the inflation assumption to align with market

best practices. Associated with these assumption changes,

Transamerica has set up a new rate-increase program

seeking approvals for additional actuarially justified-premium

rate increases with a combined value of USD 700 million.

In the variable annuity portfolio, the dynamic hedging

program continued to perform well in 2023, with a hedge

effectiveness ratio of 99% and with the volatility of the capital

position partly offset by a voluntary reserve. The reserve

better aligns the recognition of fees on the variable annuities

base contract with the time at which they are earned.

Based on total investments on balance sheet on December 31, 2023.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

The execution of Transamerica’s strategic plan has

the ambition to result in an increase in the capital generation

from the in-force Strategic Asset portfolio. Transamerica

plans to reinvest part of its earnings on in-force from

Strategic Assets in profitable new business opportunities

to secure long-term growth. This is anticipated to result

in a gradual increase in operating capital generation from

Strategic Assets to fund growing remittances to the holding

company. Transamerica is targeting mid-single-digit

growth in its remittances over the medium term, from

a level of USD 550 million in 2023. This should contribute

significantly to Aegon’s free cash flow.

Growing capital distributions

Aegon’s dividends aim to grow in line with its sustainable free

cash flows. Any capital deployment decisions will consider

our deleveraging target, as well as planned management

actions to improve and de-risk the company.

We remain disciplined in our management of capital, and

any surplus cash flow not used for value-added growth

opportunities will be returned to shareholders over time,

as demonstrated by the share buyback programs executed

in 2023. In January 2023, Aegon repurchased common

shares for an amount of EUR 42.5 million in relation

to obligations resulting from share-based compensation

plans. Furthermore, the company returned surplus cash

capital to its shareholders through a EUR 200 million

share buyback executed in the first half of 2023.

Following the transaction with a.s.r., Aegon also initiated

a EUR 1.5 billion share buyback program to offset the dilutive

effect of the transaction on free cash flow per share.

The program commenced in July 2023 and 54% of the share

buyback program had been completed at the end of 2023.

In addition, Aegon intends to reduce its gross financial

leverage by up to EUR 700 million.

Integrated Annual Report

2023 |

Our strategy

Sustainability is a central element of our strategy and value creation

approach. At Aegon, we believe that people can only live their best lives

and seize the opportunities of a longer life in a healthy, livable, and

equitable world. Our commitment to sustainability – and how we deliver

on it – is shaped by our unique position at the center of the financial

services value chain. As an investor and provider of financial products

and services, we have a responsibility to address environmental and

societal issues that affect a broad range of stakeholders and will shape

our future society and future performance.

Sustainability

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Enriching and embedding our

sustainability approach

Aegon has a dedicated sustainability approach that is integral

to its strategy and takes into account the expectations,

knowledge, and perspectives of our stakeholders.

Our approach is underpinned by our sustainability

commitments, which include the UN Global Compact (UNGC),

the UN Principles for Sustainable Insurance (PSI), and

the Principles for Responsible Investment (PRI). The full list

of our commitments can be found on our

website

In 2023, we also took steps to further integrate sustainability

into our strategy and operations. We see our employees

as the starting point for driving our sustainability agenda,

and developing their understanding of key sustainability

issues is a prerequisite for achieving our goals and preparing

for future regulations, risks, and opportunities. In addition,

Aegon’s investors increasingly expect the company’s leaders

to be educated on sustainability issues and to demonstrate

sustainability literacy. In 2023, we made progress towards

these goals with the launch of our Sustainability Academy

(see text box on the right).

Our sustainability commitments have remained unaltered

following the combination of Aegon the Netherlands

with a.s.r. and the redomiciliation to Bermuda. Across our

business, we remain committed to our net-zero commitments

and our inclusion and diversity strategy.

Addressing our priority themes

Climate change and inclusion and diversity (I&D) have been

identified by our stakeholders as priority themes where

we can have the most significant impact as an organization.

These two themes were confirmed by Aegon’s 2023

double materiality assessment (DMA) exercise, which

is required under the EU Corporate Sustainability Reporting

Directive (CSRD).

Climate change

As an international financial services group, Aegon is well

positioned to support society’s transition to a climate-resilient

economy and a net-zero world. We have an opportunity

to finance the energy transition and climate resilience

through our own investments and our responsible investment

framework. We also have a responsibility to manage our

investments to address potential climate-related risks

to our portfolio. As these risks can affect the value of our

business, we continue to respond to customer demand

by broadening our product portfolio to offer customers

a choice of products that can help accelerate the path

to net-zero and have climate resilience built in. For example,

the Commercial Property Assessed Clean Energy (C-PACE)

asset-backed securities, address the need to engage ordinary

households and individuals in the transition to a more climate-

conscious society.

Launching our Sustainability

Academy

At the end of 2023, Aegon launched its Sustainability

Academy, a company-wide initiative to bridge the gap

between employees’ current awareness of sustainability

and the degree of understanding required to fully support

the company’s purpose and sustainability ambitions.

This global initiative also supports our talent attraction

and retention objectives by promoting Aegon as a

responsible employer.

The Sustainability Academy provides Aegon

employees worldwide with a wide range of learning

and development resources focused on sustainability,

including webinars and e-learning courses

The curriculum focuses on Aegon’s priority themes

of climate change, and inclusion and diversity.

The Academy also includes dedicated training

modules for Aegon’s senior leaders, offered as part

of the Best Life Leadership program. The Sustainability

Leadership module aims to engage Aegon’s top 300

leaders in developing their understanding of relevant

sustainability issues, managing sustainability-

related risks, and capitalizing ethically on the value

creation opportunities stemming from being a more

sustainable company. A further module addresses

the results of our international I&D survey and fosters

skills for our senior population on leading through

intergenerational difference with a leading London

Business School academic and the Dutch United

Nations Generation Z representative, preparing Aegon

for the workforce of the future.

We are also taking steps to improve our own climate impact

by addressing our operational footprint. The specific

approaches Aegon has adopted to meet its climate change

commitments are discussed on the next page.

In today’s shifting sustainability landscape, we also

recognize that our stakeholders hold a broad spectrum

of views on the topic of climate change (See “Our business

environment” on page 11 for analysis of sustainability-

related developments). While Aegon aligns with the scientific

consensus on climate change and is actively working

to address this critical issue, we continue to respond

to customer demand and offer our customers a choice

between sustainability-related products and alternatives.

Integrated Annual Report

2023 |

Sustainability

Aegon’s 2025 climate change

commitments

•

Reduce the weighted average carbon intensity

(WACI) of our corporate fixed income and listed

equity general account assets by 25% by 2025.

•

Invest USD 2.5 billion in activities to help mitigate

climate change or adapt to the associated impacts

by 2025.

•

Engage with at least the top 20 corporate carbon

emitters in our portfolio by 2025.

•

Reduce the scope 1 and 2 carbon intensity of our

directly held real estate investments by 25% by 2025.

•

25% reduction in absolute operational carbon

emissions (scope 1 and 2) by 2025 against

the 2019 baseline.

Our net-zero commitments

Aegon has made a company-wide commitment to transition its

general account investment portfolio to net-zero greenhouse

gas (GHG) emissions by 2050. Relatedly as further evidence

of its corporate commitment, Aegon Ltd. is a signatory

of the Net-Zero Asset Owner Alliance (NZAOA).

To drive progress toward our 2050 commitment, we have

set intermediate targets. See box out on the right for more

information. Additionally, in 2023, we set a new target for

our direct real estate investments, whereby Aegon commits

to reduce the scope 1 and 2* carbon intensity of its direct

real estate investments by 25% by 2025, compared to

a 2019 baseline. In 2023, our WACI result was 338 metric

tons CO

e/EURm revenue, a 37% reduction against

the 2019 baseline. Against our real estate investment

target we achieved a 46% reduction in the carbon intensity

of directly held real estate investments against the 2019

baseline. Both of these results are ahead of our 2025 targets.

Further to our company-wide net-zero commitment,

our UK business has committed to achieving net-zero

financed emissions from its pension funds by 2050.

Climate risk analysis

Undertaking regular climate risk analysis is a further element

of our climate-mitigation approach. Aegon continues

to work with Ortec Finance to conduct an extensive and

systematic climate risk assessment for its General and

Separate Account assets in all business units. The analysis

investigated different climate pathways (orderly and

disorderly transitions, failed transitions) to explore potential

future climate policies, interventions, and consequences

of society’s failure to mitigate climate change. Scenario

projections demonstrate resilience of the General Account

portfolio to systemic climate risk drivers over a 40-year

horizon. This is largely attributable to the high allocation

of fixed income assets, limiting the cumulative climate-

related impact on returns. Nevertheless, there is considerable

uncertainty inherent in long range climate risk projections

and monitoring developments in climate science, policy,

technology, regulation, and consumer sentiment will remain

critical for understanding and adapting to the future.

Operational footprint

Aegon does not maintain energy- or resource-intensive

processes as part of its direct business operations.

Our operational carbon footprint is small relative to the scope

of our investment activities. Nevertheless, we have set firm

targets to reduce the carbon footprint of our operations,

which is primarily related to greenhouse gas emissions

from the natural gas and electricity used by our offices.

The first phase of our targets covers the period up to

December 31, 2024. The second phase of Aegon’s near-

term emissions reduction plan will cover the period

from 2025 to 2030, and the corresponding targets will

be finalized in 2024.

By the end of 2023, Aegon had achieved a 68% reduction in its

operational carbon footprint compared to the 2019 baseline,

well ahead of the target of a 25% reduction by 2025.

The impact of less operational properties together with

changing work patterns has had a significant impact

in reducing our overall facilities footprint. We will continue

to monitor the impact of hybrid working on our carbon footprint.

Inclusion and Diversity

At Aegon, our vision for inclusion and diversity (I&D) underpins

our purpose and strategic goals. Our promise to help

people live their best lives extends to the many, not the few,

and we work hard to further foster equal treatment and

opportunity for all stakeholders. This includes our existing

employees and customers, as well as job seekers, and future

customers who may have traditionally been underserved

in financial services.

Driving financial inclusion

World Financial Group (WFG) is an insurance agency with

a distribution network of more than 74,000 independent

agents, a subsidiary of Transamerica and part of the Aegon

group of companies.

Scope 1 covers direct emissions from owned or controlled sources while scope 2 covers indirect emissions from the purchase and use of electricity, steam,

heating, and cooling.

Integrated Annual Report

2023

About Aegon

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Sustainability information

WFG has been bridging the gap between lower-income

households and financial inclusion for over 20 years

by offering access to affordable product choices, financial

education, and the ability to create a financial strategy.

WFG fulfills Aegon’s purpose of

Helping people live their best

lives

every day through helping countless people from all

social and economic backgrounds.

WFG, since its founding, has worked to promote and enable

financial literacy in underserved communities while providing

unique opportunities to individuals across North America.

Because of the inclusive approach, people from all social

classes gain financial understanding and learn ways

to create a better future for themselves and their families.

WFG focuses on outcomes for their clients and agents,

such as financial resilience, economic growth, and long-term

financial protection.

Building an inclusive and diverse work environment

At Aegon, we are working to build an inclusive and diverse

culture that encompasses all aspects of the employee

experience, starting with talent attraction. Our approach

includes fostering equal treatment for everyone and providing

career opportunities to all our employees.

In 2023, Aegon launched its first international I&D Survey.

The survey, with relevant observations for the entire

company, provides useful data and insights for developing

our I&D strategy at a company and business-unit level.

And the outcomes will help to capture I&D data directly

through the Workday platform, which will be analyzed as part

of the Global Employee Survey. The I&D Survey includes

questions about the demographic profile of respondents

and their experiences in the company. The survey received

an overall response rate of 82% and generated approximately

2,000 comments from employees. Key findings from

the survey are presented in the box out on page 34.

Our learnings from this and future I&D surveys will be critical

in strengthening our I&D approach over the coming years.

In the United Kingdom, for example, Aegon is using data

and insights from the survey and other sources to develop

a more inclusive talent attraction strategy and to evaluate

the success of recruitment campaigns against our purpose

and I&D objectives.

Aegon’s leaders play an important role in shaping an open

and inclusive culture. In 2023, we launched a new internal

podcast series, “Tell Your Story”. The series includes audio

specials in which Aegon’s senior leaders share their personal

insights on inclusion and diversity, where their passion for

I&D comes from, and how they promote inclusion through

their work. Podcast contributors have included Matt Rider,

Chief Financial Officer, and Elisabetta Caldera, Chief Human

Resources Officer.

Another key I&D initiative at Aegon is the Race and Cultural

Diversity (R&CD) Community, which aims to help create

an inclusive environment where colleagues understand

diversity and the benefits it brings. Linked to the concept of

“allyship” – taking opportunities to support colleagues who

don’t necessarily feel included – the R&CD aims to create

a network of I&D allies across Aegon. Supported by members

of the Executive Committee and Aegon’s leadership team,

the community organizes regular online speaker events and

Q&As with special guests, as well as “culture cafes” (quarterly

events with information on cultural and religious festivals

such as Diwali, Carnival, and Ramadan). The R&CD community

holds twice-yearly townhall sessions to help colleagues

become better allies. Allies also provide feedback on what

they would like to see at future R&CD events.

In recent years, Aegon has paid increasing attention

to the gender imbalances that persist in the financial

services industry, a traditionally male dominated industry.

In 2023, we remained committed to meeting the standards

and requirements for gender diversity requirements of

our respective markets. Headquartered in the Netherlands,

Aegon continues to comply with the Gender Diversity

at the Top Act. Introduced in 2022, the Act requires

Aegon entities incorporated in the Netherlands to have

gender-balanced representation on their corporate boards,

a requirement that the company met in 2023.

In the US, our Transamerica business continues to be

recognized for its stance on gender equality and other

aspects of I&D. In 2023, Transamerica was listed as one

of the top 75 US-based companies for women in leadership

by Seramount, a professional services and research firm

focused on diversity, equity, and inclusion (DEI). Seramount

recognized Transamerica as a company that champions

the advancement of women in the workplace, including

succession planning, profit-and-loss roles, gender pay parity,

support programs, and flexibility programs. In addition, 2023

saw the Human Rights Campaign award Transamerica

a score of 100% on their 2023 Corporate Equality Index (CEI),

thereby recognizing the business as a “Best Place to Work

for LGBTQ Equality” for the sixth year in a row.

Transamerica’s I&D approach is further enriched by the World

Financial Group (WFG) distribution network, which is focusing

increasingly on representing the diverse communities it serves.

WFG’s licensed independent agents represent more than

75 different spoken languages. In addition, more than 50%

of the agent population is female and 65% identify as members

of traditionally underrepresented racial/ethnic groups.

Driving our sustainability approach

At Aegon, we use two main mechanisms to drive our

sustainability approach, namely responsible investment and

offering alternative products with sustainability embedded.

Integrated Annual Report

2023 |

Sustainability

Responsible investment

Reducing the carbon intensity of our investments is the single

biggest contribution that we can make to the climate transition

as a business. Our responsible investment approach includes

our commitment to move our general account investment

portfolio to net-zero greenhouse gas emissions (see above).

At the same time, we seek to provide our clients with choices

that support the climate transition through a growing range

of products designed to help them align their investment

portfolios with net-zero goals.

Moreover, the six Principles for Responsible Investment

provide guidance for Aegon’s Responsible Investment Policy.

In 2023, the policy was updated and now includes concrete

actions on engagement, exclusion, and/or funding criteria

in a number of targeted responsible investment focus areas:

climate change, human rights, and our tobacco industry

exclusions. Aegon’s Responsible Investment Policy will be

regularly reviewed to take into account changing industry

regulations, best practice, and stakeholder expectations.

In addition, Aegon AM is a member of the Net-Zero Asset

Manager Initiative (NZAM), a group of approximately 300

asset managers committed to achieving net-zero greenhouse

gas (GHG) emissions by 2050 at the latest.

Responsible investment developments in 2023

The responsible investment landscape continued to evolve

in 2023, with a focus on managing financially material

climate-related risks in our portfolios and accelerating

the low-carbon transition through investment opportunities.

During the year, we continued to innovate investment

solutions in Aegon AM’s active global investment business.

In its Top Emitter Engagement Program (TEEP), Aegon AM

engaged with almost 300 issuers on climate change

concerns in 2023. This included 22 companies specifically

identified through the Carbon Disclosure Project’s

‘Non-Disclosure Campaign’, which Aegon signed and actively

supported. As part of the TEEP we also identified the top

20 corporate carbon emitters in General Account portfolios

and targeted them for engagement with the objective

of obtaining commitments to set science-based net-zero

targets. By the end of 2023 we had engaged with 19 of

those companies, well on track to achieve our 2025 target.

Another issue of growing concern to the investment

community is the loss of biodiversity and other nature-related

impacts, and their linkage to climate change. In 2023, Aegon

UK and Aegon AM joined the Nature Action 100, a global

initiative focused on driving greater corporate ambition

and action to reverse the loss of nature and biodiversity.

Aegon AM considers biodiversity impacts as part of its ESG

integration approach. It also considers key negative impacts

related to biodiversity, including activities that negatively

impact biodiversity-sensitive areas, emissions to water, and

hazardous waste, where such data is reliably available.

In 2023, Aegon AM also began the process of reclassifying

the Aegon Global Sustainable Sovereign Bond Fund (GSSF)

from Article 8 to Article 9 under the Sustainable Finance

Disclosure Regulation (SFDR), thereby certifying that the fund

has as its objective sustainable investment in line with

the UN Sustainable Development Goals (SDGs).

For more information about the role of Aegon AM in Aegon’s

responsible investment activities and approach, please

refer to the Aegon AM Responsible Investment Framework

documents available on the Aegon AM

website

Meanwhile, our US business, Transamerica, continued

to make progress on our 2025 commitment to invest

USD 2.5 billion in activities that help society mitigate climate

change or adapt to its impacts. Approximately USD 1.8 billion

has been invested toward this goal and these investments

are subject to at least equal screening criteria as our non-goal

investments. To learn more about Transamerica’s investment

as part of this commitment and their impact on society, see

“Sharing value with our stakeholders in 2023” on page 38.

Sustainability in our products

At Aegon, we look for opportunities to integrate sustainability

into our product development process and across our

product ranges. We seek to offer our customers the choice

of sustainable alternatives such as climate transition

portfolios aligned with net zero objectives and products

focused on investing in sustainable economic activities.

To inform and support our product development, we are

increasingly conducting customer research on sustainability

and ESG investment strategies, including through customer

surveys and discussion panels.

In 2023, Aegon expanded its range of sustainability-focused

products. In the first quarter of 2023, Aegon AM increased

access to sustainability products for its customers, including

EUR 100 million of inflows into its Global Short Dated Climate

Transition Fund. More broadly, Transamerica continued

to integrate ESG considerations into its product offerings,

including the launch of several additional ESG sustainable

funds in the first quarter of 2023. In December 2023, Aegon

AM launched its Global Short Dated High Yield Climate

Transition fund.

While offering sustainability-focused solutions is a key

component of our product development approach, we remain

mindful of the sensitivities surrounding ESG-related financial

products and services, ensuring that customers and end-

users continue to have access to alternatives.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Creating

sustainable value

for our stakeholders

in 2023

Integrated Annual Report

2023 |

Aegon seeks to create long-term value for a wide range

of stakeholders, including its customers, employees,

business partners, investors, and society at large. In line

with our purpose, strategy, and sustainability approach,

we see our business as inherently beneficial to society.

We believe the value we create as a company is widely

shared through our diverse businesses and extensive

global workforce. However, we also recognize that certain

decisions and actions can also erode value by having

a negative effect on our stakeholders or on the environment.

Actively identifying and managing potential negative impacts

is therefore an integral part of our decision-making, alongside

realizing opportunities and positive impacts.

Maturing our double materiality approach

In 2023, Aegon conducted its second double materiality

assessment (DMA). Forming part of our broader risk and

strategic analysis activities, our DMA is an important

tool for identifying and assessing our impacts, risks, and

opportunities that have the potential to influence our

strategies and practices at the level of the holding company,

and across the businesses. The 2023 assessment was

also an important step in preparing for the European

Union’s CSRD, which will apply to Aegon from the 2024

reporting year. Our process took into account the European

Sustainability Reporting Standards (ESRS) methodology

adopted by the European Commission in July 2023.

Introducing our DMA topics

The table below lists the material topics identified through

the DMA process and how they relate to Aegon’s broader

sustainability approach. In each case, we describe where

the impact of the material topics falls within Aegon’s value

chain and how Aegon can contribute to the UN Sustainable

Development Goals by addressing the topic.

In addition, the table highlights the actions that Aegon took

in 2023 in relation to these material topics. Since the DMA

was concluded at the end of 2023, these topics will be added

to our priority themes of climate change and inclusion and

diversity and addressed further in 2024. For more information

on Aegon’s double materiality methodology, please refer

to page 401. Our DMA approach will be reviewed annually

in light of stakeholder input and the latest assessed risks,

opportunities, and impacts. In 2024, we will also further

evolve and mature our DMA process by conducting deeper

analyses of our value chain and broadening our stakeholder

engagement approach.

Double Materiality Assessment Topics

Topic

Climate change

adaptation &

mitigation

Inclusion and

diversity

Employee

wellbeing

Customer

empowerment

Data

security and

Privacy

Business

conduct

Impact in

the value

chain

Investments

✓

Insurance

✓

Operations

✓

Supply chain

✓

More information

on actions

pages 19, 20, 22,

35, 36 & 38

pages 20, 21, 28,

30-34, 36 & 39

pages 31-33

pages 28-30

pages 30-31

pages 35, 36,

38 & 39

More information on

Impacts, Risks and

Opportunities and

associated indicators

pages 407-409

pages 410-411

pages 414-416

pages 412-413

page 417

pages 418-420

Link to

SDGs

SDG Topic

SDG Targets

7.2, 7.3, 9.4, 13.1

10.2, 10.4, 5.5

3.4 & 8.5

3.8 & 8.10

16.10

16.6

The DMA uses standards that differ from, and are generally broader than, the definition of materiality for Aegon’s SEC reporting obligations.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Customers

Employees

Partners and

suppliers

Investors

Society

Stakeholder

expectations

and concerns

•

High-quality products

and services that

support financial

wellbeing

•

Fairly priced, accessible

products

•

Quality customer

service; (digitally

enabled) accessibility

•

Protection of data

security and privacy

•

Good working conditions

•

Flexible working; healthy

work-life balance

•

Opportunities for career

development

•

Equal treatment and

opportunities for all

•

Good business

conduct

•

Fair and timely

payments

•

Strong and

sustainable capital

position

•

Predictable,

competitive

financial result

•

Attractive,

sustainable capital

distributions to

shareholders

•

Reliable returns

to bondholders

•

Supporting climate

transition (through

responsible

investments)

•

Commitment to

reducing operational

and carbon footprint

(including net-zero

commitment)

•

Commitments to

supporting inclusion

and diversity

•

Supporting

worthwhile causes

in Aegon’s local

communities

How we engage

•

Customer surveys (led

by business units)

•

Customer panels to

test ongoing product

development

•

Omnichannel customer

service portals in our

respective markets

•

Customer complaints

channels

•

Public websites

•

Town halls at company

and business-unit level

•

Conduct quarterly Global

Employee Survey with all

employees

•

International

I&D Survey

•

Speak Up program

•

Employee Resource

Groups (ERGs)

•

Aegon Works Council

•

Encourage

suppliers to join

the responsible

procurement

program

•

Require adherence

with Vendor Code of

Conduct

•

Capital Markets Day

for analysts and

investors

•

General Meetings

of shareholders

(annual and

extraordinary)

•

Regular

engagements

with institutional

investors and equity

analysts

•

Participation at

financial market

conferences and

roadshows

•

Public

communications in

the form of press

releases, interviews

and media

engagement

•

Community

Investment

program

How Aegon is

addressing

stakeholders’

needs and

expectations

•

Product innovation (see

page 29)

•

Investing in (digital)

customer service

channels and platforms

(see pages 28 and 29)

•

Improving accessibility

of products and

services, including by

extending reach to new

customer groups (see

page 30)

•

Via our information

security and privacy

control framework

•

Addressing employee

concerns in town halls

and regular staff meeting

(see page 33)

•

Measuring Aegon’s

performance on

employee engagement

(see page 33)

•

Measuring Aegon’s

performance on

inclusion and diversity

(see page 34)

•

Setting clear and

transparent targets

and delivering

on these targets

•

Providing regular

updates on financial

and strategic

performance

•

Publishing

ad-hoc updates

on strategic

and financial

developments as

needed

•

Reducing our

operational and

investment impact

(see page 38)

•

Driving inclusion

and diversity in our

communities

(see page 39)

Understanding and engaging with

our stakeholders

Identifying the issues and topics that matter to our

stakeholders is an important starting point to guide our value

creation approach.

At Aegon, we engage with our stakeholders to understand

their expectations of us. Our discussions with stakeholders

take place across various channels, which are organized

at a company-wide and business-unit level according

to the requirements of our respective stakeholder groups.

The table below highlights the respective expectations

of Aegon’s key stakeholders, as well as the different platforms

and channels used to engage with these groups. We also look

at the key areas of focus for our stakeholder engagement

in 2023, and the steps being taken to address the views and

feedback that we receive through our engagements.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

How we create value for our stakeholders

Our inputs

Aegon’s business model

Financial

Manufactured

Intellectual

Human

Social and relationship

Natural

•

Shareholders’ equity: EUR 7.5 billion

•

Gross financial leverage:

EUR 5.1 billion

•

Group Solvency Own Funds:

EUR 14.3 billion

•

Group Solvency Capital required:

EUR 7.4 billion

•

Our product mix and digital platforms

•

Insurance service result:

EUR 342 million

•

Gross deposits: EUR 169 billion

•

Fees and commissions received:

EUR 2.2 billion

•

New business strain: EUR 798 million

•

Revenue-generating investments:

EUR 826 billion

•

Internal processes, systems,

and controls

•

Knowledge and expertise

•

Number of employees: 15,658

•

Amount spent on training and

development: EUR 5.5 million

•

Talent management

•

Number of tied agents: 625

•

Number of customers: 23.9 million

•

Customer experience programs

•

Responsible sourcing and

investing philosophy

•

Brand equity, purpose, and values

•

Relationship with intermediaries,

business partners, suppliers,

and other key stakeholders

(e.g. regulators and NGOs)

•

Our commitment to achieving

net-zero in 2050

•

Total energy used

by company: 40,744 MWh

Solutions development and pricing

Development of our financial solutions begins with our customers. We assess their needs

and develop products and services to suit. We then estimate and price the risk involved for

us as a provider.

Distribution

Our products and services are then branded and marketed, before being distributed via

intermediaries that include brokers, banks, and financial advisors. We also sell to our

customers directly.

Investments

In exchange for products and services, customers pay fees or premiums. On certain

pension, savings, and investment products, customers make deposits. We earn returns for

our customers by investing this money.

Claims and benefits

We pay out claims, benefits, and retirement plan withdrawals. We use the remaining funds

to cover our expenses, support new investments, and deliver profits to our shareholders.

Helping people

live their

best lives

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Financial

Our outputs

Outcome for our stakeholders

Customers

Manufactured

Employees

Intellectual

Business partners

Human

Investors

Social and relationship

Society

Natural

•

Dividends to shareholders:

EUR 495 million

•

Share buybacks: EUR 1,029 million

•

Interest payments to bondholders:

EUR 580 million

•

Group Solvency ratio: 193%

•

Free cash flow: EUR 715 million

•

Operating result: EUR 1,498 million

Aegon seeks to provide its customers with a broad mix of investment,

protection, and retirement solutions. We also aim to provide customers

with a high-quality service and an enjoyable and efficient customer

experience. Through our focus on product innovation, we strive to meet

the changing needs of our global customer base. Our approach

to product development includes taking steps to include financially

and socially diverse customer groups that are comprised of vulnerable

customers, minorities, and others traditionally underrepresented

in financial services. We also aim to provide honest and transparent

product information and to protect data security and privacy during

customer interactions.

•

Total retirement outflows:

EUR 31.2 billion

•

Payments to business partners

EUR 2.4 billion

Aegon’s workforce includes full- and part-time employees, as well

as agents and other contractors. In all cases, we strive to maintain high

levels of employee engagement and wellbeing, and foster a supportive

and welcoming work culture. As our workforce’s needs evolve, we pay

close attention to attracting, developing, and retaining talent, to ensure

our people reach their full potential and live their best working lives.

As part of this approach, we seek to foster an inclusive and diverse work

environment where people from all backgrounds are treated fairly and

equally, and are able to bring their authentic selves to work.

•

Our product mix and digital platforms

•

Value creating initiatives

Aegon strives to maintain positive, well-managed relationships with

its suppliers and other value chain partners, including distributors,

joint venture partners, reinsurers, and sourcing partners. This includes,

on the one hand, our focus on ensuring fair pay and working conditions

for professionals at the various stages of our value chain. It also includes

cultivating positive long-term business relationships that reflect our

purpose and behaviors, including our efforts as a company to address

climate change and inclusion and diversity. Aegon’s Vendor Code

of Conduct is an important tool that enables Aegon to drive alignment

with our partners on these issues.

•

Total employment cost: EUR 1.7 billion

•

Women in senior management: 38%

•

Employee engagement score: 77%

Supported by a resilient and sustainable business model, Aegon

seeks to provide a consistent and attractive return on investment to

its global investors, who include both shareholders and bondholders.

Our approach includes paying regular dividends and conducting other

forms of appropriate capital distributions to our equity investors,

who may also derive value from the performance of our shares,

while our bondholders derive value from regular interest payments.

•

Assets under management

in Responsible Investment Solutions:

EUR 134 billion

•

Business partnerships and reputation

•

Corporate and other paid taxes:

EUR 637 million

Aegon’s products and services help to reduce dependency on public

pension systems and increase the financial stability of society.

At the same time, our relationship with our communities and society

at large is an important conduit for addressing key societal and

environmental issues, including climate change and social inclusion.

Our efforts to support the climate transition, and I&D are embedded

in our Global Responsible Investment Policy and Global Community

Investment Framework, for example. We also aim to make a positive

contribution to the markets and communities in which we operate

by maintaining good business conduct through our businesses,

as well as through our tax payments, charitable donations, and

volunteer work.

•

Weighted average carbon intensity

relating to our general account

investment portfolio: 338 metric

tons CO

e/EURm revenue for

corporate fixed income + listed equity

•

Operational carbon footprint: 13,246

metric tons CO

Includes only US retirement plans.

Consists of commissions paid to brokers and other intermediaries, and total spend on goods and services.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Sharing value with our stakeholders

in 2023

Customers

Key performance indicators (KPIs)

for this stakeholder group:

KPIs

Target

for 2023

Performance

in 2023

Target

for 2024

Significant fines

to address cases

of mis-selling (EUR)

0 EUR

Proportion

of employees who

completed the annual

Information Security

training (%)

No target

2023

94%

No target

2024

Empowering our customers through accessible, high-

quality products and services is an important starting

point for achieving our purpose. As people live longer

and their lifestyles change, we aim to give them the tools

and knowledge they need to build a secure financial

foundation, adapt to changing circumstances, and seize

future opportunities. Around the world, Aegon serves

customers directly through its wholly owned businesses

and partnerships, as well as through an extensive global

network of advisors and distributors. Improving access and

inclusion is paramount: in an evolving and ever-more diverse

society, we want to help as many people as possible enjoy

the possibilities of a longer, multi-stage life. We also pay close

attention to data security and privacy, given the potential

of this material topic to negatively impact our customers

if not sufficiently addressed.

Empowering customers through quality customer

service

At Aegon, we aim to offer high levels of customer service,

designed around our customers’ changing needs.

Our businesses continue to invest in new digital tools

and platforms to make our products and advice available and

intuitive to a growing range of financial services consumers

and intermediaries.

In 2023, Aegon UK launched its new public website,

supporting consumers, advisers, and employers with

a clearer and more personalized customer experience.

During the year, Aegon UK also launched the new online

experience, which was researched and tested by customers,

advisers, and employers, for its Aegon Retirement Choices/

One Retirement propositions, providing users with an intuitive,

modern digital experience for viewing and transacting

on pension and investment products.

In the US, Transamerica continued to improve the customer

experience across its core businesses. Workplace

Solutions launched a new cloud-based website experience,

including a redesigned account summary page to help

retirement plan participants track their account balance and

overall performance, and progress toward their personal

retirement goals. Workplace Solutions also introduced

ConnectedClaims

, a holistic customer claims experience

solution designed to help employees make better use

of work-related benefits and insurance. As well as workers,

the concept offers benefits for employers: when employees

use their benefits correctly, they have a greater appreciation

for the packages their employers offer.

Another important Transamerica milestone was the creation

of a dedicated customer experience and marketing

organization within the Individual Solutions division.

The organization will serve as a center of excellence

for developing customer engagement and best practice

marketing and sales approaches. The division also

established a Digital Experience Delivery team to drive

the evolution of the Individual Solutions website, mobile apps,

and digital capabilities.

In the following pages of the report, we detail the actions and decisions we took in 2023 at a company and business unit level

to create and preserve value for each of our stakeholder groups. In each case, we describe the issues for each group and

how this has shaped our approach to value creation and our efforts to help people live their best lives.

Includes any fines for mis-selling in excess of EUR 100,000.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Tracking customer experiences, good and bad

We track our customers’ experiences closely to see how

to improve and tailor our service. In the United Kingdom,

Aegon measures customer satisfaction through Net

Promoter Scores (NPS®). The scores are obtained

by surveying consumers, as well as advisers and employers,

about their experiences with Aegon. In the US, Transamerica

conducts an extensive customer survey process supported

by RepTrak, a leading reputation intelligence platform.

These surveys provide valuable insights into customer

satisfaction at various touchpoints across our US business.

In 2023, Transamerica’s Workplace Solutions division also

introduced a series of new intercept surveys. Intercept

surveys appear as a short questionnaire to randomly

selected participants when they log into their account.

The questions gather information about customers’

experiences, and the feedback is used to improve the design

and structure of the Workplace Solutions website for a better

user experience.

Aegon also provides customers with a range of channels

to communicate about their experiences and raise potential

issues. We receive and consolidate customer complaints

through our respective businesses and seek to resolve

issues fairly and efficiently. Developing these channels is

an important area of investment.

Aegon oversees its complaints-handling processes

centrally and tracks the number of complaints received

by the business units through a quarterly reporting process

led by the Global Compliance function. Our complaints-

related processes and data are presented in more detail

on page 346.

Committed to product innovation

We continue to develop and improve our product

offering to meet the changing expectations, life patterns,

and requirements of financial services customers.

Aegon’s businesses take the lead in product development,

reflecting the unique and often specialized needs of customer

groups in different regions. In 2023, Transamerica launched

a new suite of solutions for Aegon’s US customers.

These include Transamerica Choice Pooled Solutions: offered

through Workplace Solutions, the solution allows employers

to easily select from a variety of retirement plan structures

for their employees, depending on the size of the company

and its specific needs. Choice Pooled Solutions has also

opened up opportunities for Transamerica’s distribution

partners to further reduce the coverage gap by offering

solutions for employers of all sizes.

In addition, Transamerica’s Individual Solutions business

introduced the new Transamerica Financial Choice IUL

(FCIUL), a universal life insurance product designed

to maximize policy value accumulation potential. Individual

Solutions also upgraded its Financial Foundation IUL

(FFIUL) product to provide distributors with greater flexibility

to support end-users. The upgrade includes an enhanced

critical illness benefit to help alleviate financial hardship

for its policyowners.

In the United Kingdom, Aegon launched a new flexible

individual savings account (ISA) product that allows

advisers and wealth managers to offer individual savers

greater flexibility when investing or withdrawing money.

ISAs are an important tax-advantaged product in the UK,

particularly for individuals affected by the cost of living crisis.

During the year, Aegon UK also launched the first phase

of its ‘More ways to save’ initiative through its Workplace

business, offering customers access to a wider range

of savings and investment products. The second phase,

called ‘Other Ways to Save’, is set to follow in 2024 and

will include a range of savings solutions for families.

Our products are developed and tested in accordance

with our company-wide Market Conduct Compliance Policy,

which sets out key requirements and guidance on customer

suitability and product testing prior to launch, and the Pricing

and Product Development Policy. Aegon also has a structured

Product Approval and Review Process (PARP) that all

business units must follow. This approach is an important

safeguard to support responsible marketing and product

development practices across Aegon, ensuring suitable

and fairly priced products and avoiding potential mis-selling.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Driving financial inclusion

At Aegon, we want to help everyone live a long, healthy,

and fulfilling life. As our global communities become more

diverse, providing socially inclusive products and services

enables us to empower a growing number of customers

and meet their specific needs. We pay particular attention

to the needs of groups that have traditionally been

underserved by financial services. This includes taking steps

to support vulnerable customers, such as those on low

incomes, by making it easier for them to engage with our

products through digital platforms.

At Aegon’s Capital Markets Day in June 2023, Transamerica

announced an increased commitment to serving

the US middle market, a large and highly diverse demographic

market with significant (and often unmet) protection and

savings needs. The business aims to expand its reach

to middle-market customers through the life insurance

product portfolio offered by its Individual Solutions business.

Transamerica also intends to leverage the extensive

distribution network of Aegon’s affiliated insurance agency,

World Financial Group (WFG), by increasing the number

of agents in the field who are dedicated to serving middle-

market customers.

In addition to the renewed Aegon UK website, the Future Self

Tool, developed by Aegon UK and the University of Edinburgh,

is another recent digital innovation that helps people imagine

what life will be like in retirement and plan accordingly. Aegon

UK plans to develop the tool further in 2024. It will also make

its financial wellbeing toolkit available to employers to help

companies engage with their employees about their financial

wellbeing and arrange for Aegon to intervene if needed.

As a result of Aegon UK’s work in the area of financial

wellbeing, it was named “Financial wellbeing champion

of the year” at the 2023 Money Marketing Awards.

Data security and data privacy

Data security and data privacy is a material topic

that has potential ramifications for Aegon stakeholders.

This includes society at large: given Aegon’s central role

in the financial ecosystem, incidents such as cyberattacks

and data breaches can lead to far-reaching impacts

that extend beyond our direct customers, partners,

and employees.

Data security

Aegon’s security policy and governance is designed

to prevent cyber threats and minimize the impact of any

potential disruption for parties. It includes standardized

procedures to remediate data breaches and minimize

the influence of future privacy-related incidents.

The Second 50: Preparing customers

for a longer, multi-stage life

Longer life spans bring new challenges, but they also

keep people younger for longer. Old associations

with age – of frailty and inactivity – are being replaced

by the expectation that the second half of life can

be the most rewarding.

In 2023, Aegon UK began a new research project

to explore the impact of longevity and changing

lifestyles on people as they transition into later

life. The research draws on Aegon’s own research

as well as the latest UK national statistics

to identify the different ways in which life after

50 will be different. It suggests areas to consider

when planning ahead and outlines the key drivers

of change within the period of life that Aegon calls

the “Second 50”. The findings have been published

in a new report aimed at supporting discussions

with financial services customers and advisers

about the opportunities and challenges of a longer,

multi-stage life. The report can be downloaded

on the website of Aegon UK.

Our internal Global Information Security Policy aims

to preserve the confidentiality, integrity, and availability

of information by defining minimum mandatory security

requirements. The policy applies to Aegon businesses

where Aegon has operational control, covering employees

and contractors (workforce). Similar standards apply

to Aegon’s joint ventures. The policy is supported

by mandatory training in data security.

Aegon’s Global Chief Information Security Officer (CISO)

is responsible for the execution and oversight of Aegon’s

company-wide information security strategy and day-to-day

security operations, whereas information security officers

are responsible for execution and oversight in all relevant

business units.

The centralized core information security team along with

dedicated teams in business units are responsible for

the execution of security functions in alignment with global

and local regulations. The Global Information Security

Advisory Counsel (GISAC) supports collaboration between

information security functions on a company and business

unit level, as well as with other supporting functions,

such as Risk, Audit, and Legal/Privacy.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Aegon has a set of information security metrics to measure

the outcomes of its information security initiatives, as well

as the effectiveness of the existing security controls.

Aegon uses these metrics to calculate an overall

Information Security Risk Score for the organization.

One of the key metrics for data security is the proportion

of employees completing annual training on information

security. In 2023, 94% of Aegon employees completed

this training.

Data privacy

Aegon has policies and procedures in place to support

privacy compliance at a company and business unit level.

The policies are updated within predefined intervals and

supported by a strong privacy control framework to ensure

ongoing privacy maturity measurements. Regular audits

are conducted to assess compliance with relevant laws,

regulations, and policies, as well as the Aegon Privacy

Control Framework and its governance.

At Aegon, the Group Chief Privacy Officer is responsible for

our data privacy compliance strategy and privacy oversight.

Similar to the data security set-up, the Data Protection Officer

in the individual business units is responsible for executing

the statutory tasks of the Data Protection Officer (DPO)

function. The operational privacy teams in relevant business

units execute privacy advisory, control testing, and attestations.

The Privacy Officers are accountable for privacy compliance

at a business unit level. Privacy Officers are often part

of the relevant management committees.

One of our key metrics for data protection is the proportion

of employees completing specific training on data privacy.

In 2023, 97% (2022: 99%) of Aegon’s workforce completed

this training.

See page 417 for more details of Aegon’s approach to data

security and privacy.

Employees

Key performance indicators (KPIs)

for this stakeholder group:

KPIs

Target

for 2023

Performance

in 2023

Target

for 2024

Proportion of

women

in senior

management

(%)

Minimum 38%

On track. 38%

Minimum 40%

Result of the most

recent

employee

engagement

score

(%)

At least 72%

On track. 77%

At least 78%

In this context, senior management includes individuals up to two levels

below the CEO (three levels for Corporate Center), provided they have

direct reports. If the person has no direct reports, but the job title indicates

the required seniority, the individual is also considered part of senior

management. People working in the “administration” group are excluded

from the list, unless their job title indicates the required seniority.

The Global Employee Survey is provided through Culture Amp®.

All employees, including those in joint ventures, participate in the survey

on a voluntary basis. Employee engagement is measured on a five-point

scale (strongly disagree to strongly agree), and it is the average score

of four statements:

•

The company motivates me to go beyond expectations

•

I am proud to work for this company

•

I see myself still working at this company in two years’ time

•

I would recommend this company as a great place to work

In 2023, three employee surveys were conducted throughout the year including

a short check-in survey in Q1, a focused I&D survey for most business units,

excluding Transamerica, in Q2, and a full employee survey in Q3. The participation

rate for the most recent survey was 78%.

At Aegon, our people are key to how we achieve our purpose

and deliver on our strategy and sustainability ambitions.

Furthermore, our long-term success depends on maintaining

a skilled, motivated, and purpose-driven workforce. In line with

our topics, we work hard to ensure the wellbeing of all Aegon

employees around the world, including salaried colleagues.

Our approach covers the different stages of the employee

experience, from promoting employee engagement and good

working conditions, to following best practices in attracting,

developing, and retaining talent. Meanwhile, we remain

committed to building an inclusive and diverse workplace

that reflects the changing nature of our customer base and

wider society. In 2023, and at a time of immense change

for our business, we paid particular attention to the wellbeing

of our colleagues and to preserving the positive aspects

of Aegon’s culture and heritage, and ways of working.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Supporting employee wellbeing and working

conditions

2023 was a transformative year, as the combination

of Aegon’s Dutch business with a.s.r. created uncertainty for

many employees in the Netherlands and beyond. A priority

was to support our employees through the transition and

to ensure that the process was properly managed with their

wellbeing in mind. This included ensuring good working

conditions and a seamless transformation for colleagues

moving from Aegon to a.s.r., as well as ensuring clear and

transparent communication with employees remaining

with Aegon.

Following the closing of the transaction in July, Aegon

announced its intention to move its global headquarters

from The Hague to the World Trade Center (WTC) at

Schiphol Airport. From 2025, WTC Schiphol will house

all Aegon employees of the headquarters and of the Dutch

part of Aegon Asset Management. The new offices will be

adapted to meet the needs of all Aegon employees,

with good accessibility for people with disabilities.

At the same time, Aegon remains committed to its hybrid

working model, which offers employees the opportunity

to work flexibly to suit their needs and lifestyles while

reducing their carbon footprint.

Aegon’s functions and teams are also taking approaches

to ensure employee wellbeing. In 2023, Global Technology

Services (GTS) employees were provided with a dedicated

wellbeing hub. This is an important resource that allows

GTS team members – who are often spread across different

locations – to find and connect with resources to support

their mental, physical, and financial wellbeing.

Investing in talent attraction, development,

and retention

We aim to create an attractive work environment and culture

through which all colleagues can live their best working

lives. In an increasingly competitive labor market, we also

prioritize attracting and retaining talented people who have

the skills and attributes needed to deliver on our purpose

and strategy. To this end, we seek to provide employees

with extensive opportunities for personal development

and growth, while ensuring that high-quality learning and

development opportunities are available to colleagues

from all regions, disciplines, and backgrounds. Increasingly,

our learning and development strategy closely aligns with

our purpose and sustainability approach. For example, we

recently launched our company-wide Sustainability Academy

to drive awareness and alignment regarding our sustainability

approach, including our efforts to address our priority

themes and DMA topics (see “Sustainability” on page 19

and onwards).

In 2023, Aegon launched its global learning resource

platform, We Learn. The platform offers a wide range

of learning resources available in different delivery

modes – including e-learning courses, live virtual training,

and audio books – allowing participants to choose

their preferred learning method. During the year, we also

introduced our Global Talent Marketplace (TMP) tool,

an AI-powered platform designed to drive internal

mobility across our various businesses and geographies.

The tool makes it easier for employees to network and

explore career opportunities across Aegon, as well as

explore and apply for internal roles and temporary

projects (gigs). The marketplace concept also builds

on Aegon’s existing mentoring programs by matching

mentees with suitable mentors who may be on the other

side of the world. The TMP not only benefits our organization

by making it easier to identify and make the most of hidden

talent, but is also an investment in talent attraction and

retention as we broaden the opportunities available

to current and future Aegon professionals.

We reached a major milestone in our HR strategy in 2023

to unlock talent through the implementation of We Learn.

Ensuring that all colleagues around the world have easy

access to quality education and training is an important step

in promoting learning and development at Aegon. In addition,

we continue to provide tailored development opportunities

for specific members of our workforce, including our leaders.

In 2023, we added new features to our Best Life Leadership

Program (BLLP), launched the previous year to inspire and

support leaders in steering the organization to uphold

Aegon’s purpose and behaviors. For example, we integrated

a new virtual coaching tool, powered by EZRA Coaching,

with participants receiving virtual coaching from leading

external experts. In addition, Aegon enhanced the Pulse

program, a company-wide talent-development program that

is nurturing our next generation of leaders. The 2023 edition

of Pulse included impactful sessions with guest speakers

as well as a face-to-face personal development module

led by the Oxford Leadership Academy, an international

leadership training consultancy. In 2023, we started a new

program, “Horizon”, targeted at management. The program

offers an enriching experience to create self awareness

and strengthen personal leadership.

Integrated Annual Report

2023

About Aegon

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New solutions to drive employee engagement

around the world

Aegon maintains a wide range of platforms and channels

to listen to its employees and support healthy engagement

and communication. These include our regular Global

Employee Survey, which provides colleagues across

all our businesses with an opportunity to feed their views

and concerns back to us and to have their say in the future

direction of the company.

In addition, regular town hall meetings are a feature for

Aegon colleagues around the world. In 2023, Aegon also

expanded its Employee Resource Groups (ERGs), making

them open to all Aegon colleagues worldwide. Our ERGs

are employee-driven and company-sponsored; they focus

on what matters most to employees and enable colleagues

with specific backgrounds or interests to ensure Aegon

meets their expectations. The range of ERGs is broad and

includes groups dedicated to supporting mental health

and wellbeing, as well the representation of minority

employees. For example, “Aegon Proud” ERGs have been

established for LGBTQIA+ colleagues in the United States,

the United Kingdom, and the Netherlands.

At the same time, we continued to ensure that our employees

are adequately represented in our governance structure

and that their needs and expectations are considered in our

strategy and day-to-day decision-making. In the United

Kingdom, Aegon colleagues can seek representation

through the Unite and Aegis unions. Following the completion

of the transaction with a.s.r., all remaining Aegon employees

in the Netherlands, other than senior management,

continue to be covered by a collective labor agreement

(CLA). The CLA is an important mechanism to ensure our

employees’ needs are taken into account in our strategy and

day-to-day decision-making. It includes collective bargaining

agreements with trade unions in the Netherlands on equal

pay for male and female employees, for example through

the Works Council.

Since 2020, Aegon has run a dedicated Speak Up program

to protect whistle-blowers and to encourage, guide, and

support colleagues in reporting suspected or observed

misconduct. We provide mandatory training on Speak Up for

all employees, which is tailored to specific roles (for example,

leaders’ and managers’ training includes sections on being

receptive to people coming forward).

Aegon UK colleagues are tuning in

Organized by Aegon UK, the Big Tune Ins are a series

of interactive sessions between Aegon leaders and

employees, held at various Aegon locations across

the United Kingdom. The sessions give colleagues

the opportunity to hear directly from Aegon leadership

about new developments through presentations,

quizzes, competitions, and other interactive activities.

By the end of 2023, 10 Big Tune Ins had been held

across three locations in the United Kingdom, reaching

more than 1,700 (72,4%) colleagues in the UK.

Aegon has outlined a company-wide I&D strategy that has been

adopted by each of its business units. We work to have our

policies and actions permeate throughout of the organization

and that our leaders, colleagues, and other stakeholders around

the world can actively contribute to building a more inclusive

and diverse organization. Our I&D strategy builds on the work

undertaken in recent years to develop a consistent and

coherent way of working for the whole company.

Two fundamental elements of Aegon’s I&D strategy are:

1. Authentic action

– the recognition that, as an organization,

we are on a journey to improve. We need to turn good

intentions into actions to create a positive difference

for our people and communities.

2. Starting at the top

– the members of Aegon’s senior

leadership are expected to act as role models for I&D,

including by sharing their own inclusion stories and

championing a specific area of diversity excellence

among employees.

To this end, Aegon published its current Inclusion & Diversity

Policy for the Aegon Ltd. Board of Directors and Executive

Committee on September 30, 2023.

The policy aims to deliver a diverse Board composition of

at least 30% female representation, as well as diversity

among individual members in terms of experience, nationality

and age, and their educational, professional and geographical

background. By achieving greater diversity, Aegon believes

it will enhance decision-making, effectively manage risk,

and achieve growth through introducing a different set

of perspectives, experiences, and viewpoints.

In 2022, Aegon appointed, for the first time, a Global Head

of Inclusion and Diversity. The Executive Committee has

agreed an overarching I&D Strategy that brings a coherent

and consistent approach to enhancing the diversity and

inclusivity of our workplace, and the marketplaces and

communities we serve.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Aegon Ltd.’s Board of Directors consists of five men and

four women, equal to 44.4% female representation, and

it represents five nationalities (American, Dutch, Swiss,

British and French), and two age groups:

Age: 60-64: 4 / Age: 65-69: 5

Further, the Board members have varied academic and

professional backgrounds.

The composition of the Executive Committee at year-end

2023 was eight men and three women, equal to 27.3%

female representation (up from 20% in 2021). As a result

of the business combination with a.s.r., the number of seats

in the Executive Committee has been reduced by one seat.

All other positions on the Executive Committee have

remained stable in 2023. There are five nationalities

represented (American, German, British, Dutch, and Italian)

and four different age groups:

Age: 45-49: 2 / Age: 50-54: 5 / Age: 55-59: 1 / Age: 60-64: 3

Our inclusion and diversity pillars

The following pillars are in place to support our I&D strategy:

Workforce:

We seek to build a professional culture that

engages and welcomes people from all backgrounds

and that promotes conscious inclusion.

Employee Resource Groups:

Aegon’s Employee Resource

Groups (ERGs) provide Aegon employees with a space

to address topics of interest and promote employee

engagement on issues of company culture and direction.

Examples of current ERGs in place at Aegon include Culture,

Race and Ethnicity, (Dis)ability, Generations, Proud, Wellbeing,

and the Women’s Impact Network. These ERGs are open to

all employees, regardless of how they identify.

Workplace:

We are actively integrating I&D into our

recruitment strategies and leveraging diversity data

for meaningful improvement. For example, Transamerica

has launched a Talent Acquisition, Inclusion & Diversity

Committee that includes an I&D program manager and

recruiters from the different Transamerica business units

to ensure inclusive hiring practices.

We are continuously taking actions to increase diversity in our

talent pipeline, as we recognize that this will provide us with

a stronger pool of candidates for positions.

Insights from Aegon’s first

international I&D Survey

In 2023, Aegon conducted its first international

Inclusion & Diversity Survey. These are some

of the key findings from the survey.

•

25% of respondents belong to one or more minority

group (transgender, non-binary, LGBTQIA+, ethnic

minority, or disabled).

•

79% of respondents have a positive view of diversity

at Aegon and 79% feel included by the company.

•

Minority groups have a less positive view of I&D

at Aegon. Recognizing this, we continue to invest

in the actions described throughout this report.

•

Employees aged 50 and over are more likely

to have a positive view of I&D at Aegon.

•

Perceptions of inclusivity do not differ between

male and female colleagues.

•

There is a strong link between I&D and employee

engagement.

Aegon understands the wider benefits of increasing diversity

beyond gender, and our I&D strategy focuses on gathering

insights on many aspects of diversity, including, for example,

disability, generational difference, sexual orientation, and

ethnicity. Activities to enhance our position include:

•

Conducting a maturity assessment and inclusion survey

on our diversity journey providing us with baseline data

to track our progress and develop impactful interventions.

•

Continuing to set stretched goals for gender diversity in

senior management, as part of the Executive Committee’s

non-financial performance indicators.

•

Embedding inclusive leadership behaviors as part of our

flagship Leadership Programs to promote and harness

diversity of thought and create a more inclusive workplace.

•

Enhancing our Speak Up culture to allow safe escalation

of concerns and issues.

•

Implementing Talent Marketplace and a global skills and

development content provider (We Learn) offering

transparent and inclusive access to on-the-job

development opportunities and skills-based mentoring.

•

Employee Resource Groups to support employees and

advance our culture around such areas as mental health,

race and ethnicity, sexual orientation, disability, early

careers, and veterans affairs.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Partners and suppliers

Aegon’s relationships with its suppliers are an important

channel for addressing the issues that matter to the company

and its stakeholders. As a financial services company

operating at a key position in the value chain, we are in

a position to influence sustainability and best practice in

our industry, and we create transparency within our

supply chain through a process of due diligence and

closely monitor the performance of our key suppliers and

partners on issues such as climate change and inclusion

and diversity. In 2023, we continued to mature our supply

chain strategy to embed responsible sourcing practices

across our various businesses that reflect our purpose and

approach to sustainability. A key step taken during the year

was to expand the reach of our responsible procurement

assessment program to drive alignment with our suppliers.

Meanwhile, significant attention was paid to the renegotiation

of Aegon’s contracts with its vendors and suppliers

in the Netherlands, following the completion of the a.s.r.

transaction.

Working with our value chain to address

climate change

In 2023, Aegon’s businesses around the world continued

to work closely with their supplier base on topics related

to sustainability.

For example, with its Supplier Diversity Program,

Transamerica actively seeks out certified diverse suppliers

that can provide competitive, high-quality goods and

services. In 2023, Transamerica updated its external

website to refocus on our supplier diversity program and

maintained year-on-year growth in terms of the proportion

of our addressable spend invested with diverse suppliers.

In 2024, Transamerica will raise awareness of the program

across Transamerica and will continue to educate business

stakeholders on the benefits of diverse suppliers.

During 2023, Transamerica also initiated outreach to its

top suppliers to invite them to participate in its sustainability

program, with successful results. Transamerica has

incorporated sustainability ratings into its Procurement

practice and is working on increasing awareness

of the program throughout the company. In 2024,

Transamerica has committed to ensure that its top 150

suppliers will participate in sustainability assessments and

continues to work to expand the program.

Executive Committee remuneration:

Overall, Aegon

has continued to make significant progress on increasing

the number of women in senior management positions,

with an average of 2%-points increase each year from 32%

in 2020, achieving our company-wide goal of 38% in 2023.

Achievement of this global goal is linked to the non-financial

performance indicators of Aegon Ltd.’s Executive Committee

members. Women comprised 38% of Aegon’s female

leadership as of January 1, 2024.

Collaborating with peers and external experts:

We adhere to leading standards and benchmarks in our

markets to ensure best practice on I&D. For example, Aegon

is a member of Workplace Pride, a global benchmark for

measuring LGBTQIA+ policies and practices against peers.

Our dedication to building an inclusive workplace continues

to be recognized externally. The inclusion organization

Workplace Pride awarded Aegon with Ambassador status

for the fifth consecutive year for our ranking in its LGBTQIA+

Inclusion benchmark.

Marketplace:

We seek to strengthen our I&D values

in close dialogue with our customers and communities,

creating positive change through surveys, feedback,

and benchmarking.

Listening to our customers:

We use feedback from our

customers and benchmarking information to assess our

maturity with regard to I&D. We use this feedback to take

action, including by developing new, inclusive products

and adjusting our ways of working.

Community investments:

As per Aegon’s Global Community

Investment Framework, we seek to drive inclusion in our

communities by taking steps to empower people financially

and socially.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Embedding good business conduct

in the supply chain

To ensure good business conduct across its supplier base,

Aegon sets high standards for partners and suppliers, which

are communicated in the company’s global Vendor Code

of Conduct. As stated in the Code, Aegon’s Tier 1 suppliers

are required to demonstrate compliance with these standards

on an annual basis and are encouraged to register for

assessment by the responsible procurement program (see

box out above for more information on Aegon’s responsible

procurement program).

In addition to promoting the Vendor Code of Conduct,

Aegon’s businesses monitor standards for good business

conduct in their respective markets, and encourage local

partners to comply with these wherever possible. In 2023,

Aegon UK became a signatory to the UK Stewardship Code,

a voluntary set of guidelines aimed at raising the standard

of stewardship practices used by asset owners, managers,

and service providers. During the year, the business also

continued to encourage critical and local suppliers to become

Living Wage Employers, meaning that they are accredited

by the Living Wage Foundation for their commitment to pay

employees in line with the current cost of living.

Aligning on sustainability:

Our responsible procurement

program

The annual responsible procurement program

assessments enable Aegon to monitor the objectives

and performance of its suppliers and partners

in relation to key ESG issues. This understanding is an

important starting point to drive alignment on issues

such as climate change and inclusion and diversity

within our value chain.

Our responsible procurement program has traditionally

been centrally managed by Aegon’s Corporate

Procurement function. In 2023, we began the process

of integrating the program across our different

businesses around the world.

From 2024, all Aegon business units will be required

to set and report on responsible procurement -related

targets for their respective suppliers, in line with

Aegon’s company-wide targets for suppliers. Business

units will also be expected to work more closely with

suppliers to ensure good business practices throughout

their supply chains. With a more coordinated approach,

we aim to increase transparency on how our strategic

supplier base is performing and how this supports our

broader sustainability ambitions as an organization.

In the United Kingdom, Aegon increased the number of

existing suppliers with whom it aims to work on sustainability

issues from 46 to 50. In 2024, Aegon UK will agree

action plans with the cohort and conduct annual

assessments of the companies’ sustainability credentials

in subsequent years. A key objective of these assessments

is to more accurately determine suppliers’ contributions

to Aegon’s scope 3* greenhouse gas emissions.

During the year, Aegon UK also organized training for

its procurement and supplier management teams through

the Carbon Literacy Project. The training aimed to raise

employees’ awareness of climate change and mitigation

and adaptation strategies. After completion of the training,

employees were accredited as being carbon literate

through the program.

Across Aegon, we make a concerted effort to spread good

sustainability ideas and practices between our diverse teams

and locations. In the United Kingdom, for example, Aegon uses

a third-party tool to calculate the carbon emissions of its

suppliers. We aim to extend the use of this tool to other parts

of our business in 2024, driving further alignment in how

we assess – and remediate – the environmental footprint

of our supply chain.

Maintaining an inclusive and diverse supplier base

At Aegon, we view an inclusive procurement process as a

sound basis for healthy business relationships for all parties.

We therefore actively foster relationships with a diverse range

of suppliers who offer high-quality goods and services with

competitive pricing. Above all, it is important that the partners

we work with share our progressive approach to inclusion

and diversity and that they reflect the diverse customers and

communities that we serve. We implement this approach

at the business unit level. Through its Supplier Diversity

Program, our US business, Transamerica, actively seeks

certified diverse suppliers that can provide competitive,

high-quality goods and services. In 2023, Transamerica’s

public website was updated to provide more information

about the program. Meanwhile, the business continued

to report year-on-year growth in the percentage

of addressable spend allocated to diverse suppliers.

Our distribution partners are another important driver

of our inclusion and diversity strategy. In the US in particular,

Aegon has a well-developed distribution network of agents

through WFG. In 2023, Transamerica took steps to expand

and broaden its distribution network to serve more diverse

customer groups. The approach included recruiting WFG

agents from diverse communities who can meet the needs

of customer groups traditionally underserved by financial

services companies, such as minorities.

Scope 3 emissions are all indirect emissions - not included in scope 2 - that occur in the value chain of the reporting company, including both upstream

and downstream emissions.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Investors

In 2023, Aegon continued to make progress against its

strategic and financial commitments. We have sharpened

our strategic focus, enhanced our risk profile, strengthened

our balance sheet, further stabilized our capital ratios, and

improved Aegon’s performance. The financial targets for

the end of 2023 set at Aegon’s 2020 Capital Markets Day

were more than achieved. These achievements demonstrate

the enduring strength of our strategy. At our Capital Markets

Day in June 2023 in London, we shared the actions we are

taking as part of our next chapter, which will lead to attractive

and growing returns for our shareholders. It is Aegon’s

ambition to increase Transamerica’s value by capturing

the opportunities in the US middle market. The strategy will

increase both the level and the quality of capital generation

from growth in Strategic Assets and from the accelerated

reduction of the exposure to Financial Assets. At the same

time, we will continue to strengthen the UK and Asset

Management businesses and invest in the growth of

our various international joint ventures.

Solid financial performance

Building on the progress of its transformation program,

in 2023 Aegon published updated financial targets for 2025.

We aim to increase the free cash flow from EUR 715 million

in 2023 to around EUR 800 million by 2025. Free cash

flow is supported by improving the quantity and the quality

of operating capital generation. Thanks to several one-time

items occurring during the year, operating capital generation

of EUR 1.28 billion was above the guidance of more than

EUR 1.0 billion for 2023. For 2025, Aegon aims to achieve

approximately EUR 1.2 billion in operating capital generation,

a target that will be primarily supported by the growth

of Aegon’s Strategic Assets in the US. This in turn will support

our dividend target of around 40 eurocents per common

share in 2025, barring unforeseen circumstances. This target

reflects the expected benefits of the a.s.r. transaction and

the execution of our US strategy.

In 2023, Aegon increased its interim dividend by 3 eurocents

to 14 eurocents per common share and proposed

to the Annual General Meeting (AGM) that the final dividend

be increased by 4 eurocents to 16 eurocents per common

share. We also executed a share buyback program

of EUR 200 million in the first half of the year. Following

the closing of the transaction with a.s.r. in July, we also

initiated a EUR 1.5 billion share buyback program of which

54% was completed by year-end 2023. In total, Aegon

delivered EUR 1,525 million in the form of dividends and

share buybacks to shareholders in 2023.

Aegon’s gross financial leverage position decreased

to EUR 5.1 billion at the end of 2023 compared with

2022, mainly driven by the maturity and repayment of

a EUR 500 million senior bond. The gross financial

leverage delivered EUR 580 million value in the form

of interest payments to bondholders.

Value derived from share performance

Aegon’s share price increased by 8% in 2023. As a result,

it outperformed the broader European insurance industry

(the STOXX Europe 600 Insurance Index ended the year up by

6%). We believe Aegon’s relative outperformance was driven

by a continued progress against our financial commitments

and management actions to improve our strategic focus and

risk profile. In addition, favorable equity markets and higher

interest rates supported the development, despite the pressure

on the equity market in the wake of the US banking crisis

in the early months of 2023, and negative market sentiment

toward Dutch insurance companies following unfavorable

court rulings against two of Aegon’s peers in the second half

of the year. Our total shareholder return for the year amounted

to a gain of 16%. This measure takes into account both

dividend payments and share-price performance.

Safeguarding long-term value

As we continue our transformation journey, we are committed

to maintaining sufficient capital in our businesses and

at the holding. This approach allows Aegon’s management

to focus its time and energy on increasing the return

on capital, and distributing capital to shareholders. As part

of our capital management approach, we will continue

to focus on managing the capital positions of our businesses

according to their respective operating levels over time.

Capital deployment decisions are driven by Cash Capital

at Holding, taking into account our gross financial

leverage target and planned management actions

to further improve the company’s risk profile. Cash Capital

at Holding is supported by free cash flow, which is defined

as the amount of cash available from remittances from

country units after subtracting the holding funding and

operating expenses, with the latter resulting from, for

example, paying interest to bondholders.

The operating range for Cash Capital at Holding

is EUR 0.5 billion to EUR 1.5 billion. In line with our capital

management approach, we have the ambition to reduce Cash

Capital at Holding to around the mid-point of the operating

range over time by returning capital to shareholders

in the absence of value-creating opportunities. As previously

indicated, following the completion of the transaction with

a.s.r., Aegon will reduce its gross financial leverage to around

EUR 5.0 billion. We aim to pay dividends to shareholders

in line with the growth of sustainable free cash flow, barring

unforeseen circumstances.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Society

Key performance indicators (KPIs)

for this stakeholder group:

KPIs

Target

for 2023

Performance

in 2023

Target

for 2024

Weighted average

carbon intensity

for corporate

fixed income and

listed equity in our

general account

(metric tons CO

/ EURm revenue)

25% reduction

2025

against

2019 baseline

Ahead

of target.

37% reduction

by 2023

against

2019 baseline

25% reduction

by 2025

against

2019 baseline

Amount of

investments

in activities to help

mitigate climate

change or adapt

to the associated

impacts by 2025

(USD billion)

USD 2.5 billion

investments

by 2025

Slightly behind

projected

budget.

USD 1.8 billion

invested.

USD 2.5 billion

investments

by 2025

Number

of engagements

with the largest

corporate carbon

emitters in our

investment

portfolio by 2025

Engagement

with at least

the top 20

corporate

carbon

emitters

by 2025

On track.

19 investees

were engaged

Engagement

with at least

the top 20

corporate

carbon

emitters

by 2025

Carbon intensity

of our directly held

real estate

investments

(Scopes 1 and 2)

(kgCO

e/m

)

New target

Ahead

of target.

46% reduction

by 2023

against 2019

baseline

25% reduction

by 2025

against

2019 baseline

Absolute

operational

carbon emissions

(Scopes 1 and 2)

(metric tons CO

25% reduction

by 2025

against

2019 baseline

Ahead

of target.

68% reduction

by 2023

against

2019 baseline

25% reduction

by 2025

against

2019 baseline

Proportion

of new employees

who completed

the Code

of Conduct

attestation

95%

Ahead

of target. 99%

95%

Aegon has committed to transitioning its general account* investment

portfolio to net-zero greenhouse gas (GHG) emissions by 2050.

The commitment includes an intermediate target to reduce the carbon

intensity for corporate fixed income and listed equity in our general account

by 25% in 2025 compared with 2019. For details on the methodology used,

please see the TCFD section (Methodology) on page 431. (* The general

account portfolio consists of assets where Aegon can take the investment

decisions, considering the legal obligations of Aegon as prescribed by local

laws and regulations. A similar approach applies to selected investments

where Aegon AM in its capacity of manager takes the investment decisions.

For discretionary investments for account of third parties and off-balance

sheet investments, the investment decisions are driven by the relevant

third parties as well as the legal and/or fiduciary obligations of Aegon,

as prescribed by local laws and regulations.)

At Aegon, we seek to add value to society by providing

accessible financial solutions that enable people to protect

their assets and save for retirement, thereby reducing

the burden on public pension and other social systems.

At the same time, we look for opportunities to drive positive

change at a local or regional level, working with our

communities to address key societal issues such as climate

change and inclusion and diversity, which can affect

people’s ability to live their best lives. In addition, we strive

to be a good corporate citizen and maintain good business

practices; for example, by paying fair taxes in the markets

in which we operate.

Addressing climate change from a societal

perspective

Addressing climate change and its impact on society

underpins our purpose and sustainability ambitions.

In line with our DMA topics and priority themes, we are

therefore taking steps to support the climate transition

and contribute to a more sustainable, climate-resilient

society in partnership with our communities.

Aegon’s responsible investment approach directly supports

our climate risk and opportunity management. For example,

through our US business, Transamerica, the company has

committed to investing USD 2.5 billion by 2025 to support

activities that can help society mitigate climate change

or adapt to its impacts. In 2023, Transamerica added new

climate-related investments to its portfolio. Several of these

investments, including Commercial Property Assessed Clean

Energy (C-PACE) asset-backed securities, address the need

to engage ordinary households and individuals in the transition

to a more climate-conscious society. C-PACE is a financing

structure in which building owners borrow money to finance

projects related to energy efficiency, renewable energy,

or energy storage, for example, or storm and seismic hardening.

Transamerica also added to an existing position in the asset-

backed securities of the GoodLeap Sustainable Home

Improvement Trust. GoodLeap is the leading US point-of-

sale platform for sustainable home solutions, enabling

homeowners to pay for sustainable home improvements,

such as solar panels and energy-efficient windows.

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Building more inclusive communities and societies

In line with our focus on inclusion and diversity, Aegon’s

businesses make community investments to help support

people from within the communities in which they operate.

Our community investments are also an opportunity

for Aegon employees to support Aegon’s purpose and

sustainability ambitions by contributing to a healthier

and fairer society.

Through our Global Community Investment Framework,

we pay particular attention to initiatives that promote social

and financial empowerment within our local communities.

For social empowerment, we seek partnerships that increase

the opportunities and skills of people in our communities,

expand their networks, provide access to essential services,

and enable them to manage their financial health. For financial

empowerment, our partnerships focus on building financial

awareness, knowledge, and skills, and giving people the tools

to become more financially resilient.

In 2023, Aegon supported 420 charities and good causes.

Our donations amounted to EUR 7.6 million, a 16.6%

decrease compared with 2022. Much of this investment

was driven by our Charitable Donations Standards, which

require country units to allocate at least 50% of their annual

donations to causes that directly support financial security

and personal wellbeing. Aegon employees recorded 20,634

volunteer hours in 2023 (equivalent to EUR 1.5 million, based

on volunteers’ average salaries).

Anti-corruption and anti-bribery, including

whistleblower protection

Business conduct is a fundamental area of focus for Aegon.

The subject is heavily influenced by legal requirements,

and includes aspects ranging from business ethics to anti-

corruption and bribery, and whistle-blower protection. Further

information on these topics can be found on page 418.

Responsible tax

Aegon makes a valuable economic and social contribution

to the communities in which it operates through

the company’s own tax payments, as well as the collection

and payment of third-party taxes. We seek to pay “fair taxes,”

namely by paying the right amounts of taxes in the right

places. Published online, our Global Tax Policy outlines our

approach to responsible tax, which seeks to align the long-

term interests of our customers, employees, business

partners, investors, and wider society. Aegon adheres

to the VNO-NCW Tax Governance Code (as published

on https://www.vno-ncw.nl/taxgovernancecode) for further

details, please refer to Aegon’s Global Tax Report.

Aegon colleagues join forces for

Global Force for Good Week

In May 2023, Aegon’s businesses and partnerships

around the world came together for the company’s

first Global Force for Good Week. More than 2,000

colleagues participated in the event, representing over

20 different Aegon offices. The event was overseen

by a global taskforce made up of colleagues from

a wide range of backgrounds and disciplines. In total,

more than 200 worthy local causes benefitted from

Aegon’s support during the week.

Integrated Annual Report

2023 |

Creating sustainable value for our stakeholders in 2023

Financial markets in 2023 were dominated by inflation levels above

those targeted by central banks, as well as a continued interest rate

volatility. Equity markets were volatile as well, but ended the year strong.

Adiditionally, markets were influenced by uncertain political situations

in several countries: most prominently the continued war in Ukraine,

and the escalation of the conflict between Israel and Hamas in the fourth

quarter of 2023.

Performance

in 2023

Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

These developments impacted Aegon’s performance during

the year. While the UK workplace business saw good new

business inflows, the performance of the UK retail and asset

management businesses was challenged. Despite this, Aegon

maintained solid financial results and strong capital positions.

The company delivered on its targets and on the guidance

given at the start of the year, reporting for the first time

under the new IFRS 9 and IFRS 17 accounting standards.

Aegon’s performance this year provides a solid foundation

for achieving its 2025 financial targets set out at the Capital

Markets Day in June 2023.

Financial performance

The operating result amounted to EUR 1.5 billion in 2023,

which was a decrease of 17% compared with 2022.

The operating result was determined by the release

of the Contractual Service Margin and of the Risk Adjustment,

both of which were determined pursuant to IFRS 17, partly

offset by experience variances and by the result from

onerous contracts. The decrease of the operating result

was driven by a decrease in the net investment result

following management actions such as the reinsurance

of a universal life portfolio and assumption updates, as well

as lower revenues from fee business following outflows and

adverse market movements. Our net result amounted to

a loss of EUR 199 million for 2023. The operating result

was more than offset by Other charges from the completion

of the transaction with a.s.r. and from model and assumption

changes, as well as one-time investments in the US.

In addition, realized losses on bond sales contributed

unfavorably to the net loss but were offset by gains

in the Other Comprehensive Income in shareholders’ equity.

The capital ratios of Aegon’s businesses in the US and

UK increased somewhat over the year and remained

above their respective operating levels. This underscores

the effectiveness of the actions we have taken to improve

our risk profile and reduce the volatility of our capital position.

This includes management actions on the US Universal Life

portfolio – where we reinsured further parts of the portfolio

and bought back investor-owned policies – and further

approvals for long-term care rate increases. In the UK,

the increase of the UK Solvency II ratio mainly reflects

a benefit from the risk margin reform by the UK regulator.

Free cash flows decreased from EUR 780 million in 2022

to EUR 715 million in 2023, and contributed – together with

the cash proceeds of EUR 2.2 billion from the transaction

with a.s.r. – to the increase in Cash Capital at Holding to

EUR 2.4 billion by the end of 2023, above the operating range

of EUR 0.5 billion to EUR 1.5 billion.

As announced with the transaction, Aegon launched

a EUR 1.5 billion share buyback program, of which 54%

had been completed at the year-end of 2023. In addition,

Aegon has executed a EUR 200 million share buyback

program in the first half of the year, in line with its intentions

to return surplus cash capital to shareholders. As a result

of the transaction with a.s.r., we announced to reduce our

gross financial leverage by up to EUR 700 million of which

EUR 500 million was implemented by the end of the year

bringing the gross financial leverage to EUR 5.1 billion.

As a result of the progress we have made, both strategically

and financially, we will propose a final dividend for 2023

of 16 eurocents per common share. This brings the full-year

dividend to 30 eurocents per common share, compared with

23 eurocents over 2022.

At our 2023 Capital Markets Day, we set new financial targets

for the coming years. We aim for approximately EUR 1.2 billion

of operating capital generation in 2025, barring unforeseen

circumstances. This reflects an expected increase in new

business as we aim to profitably grow our US business.

Free cash flow, including the dividends that we expect

to receive from a.s.r., is expected to increase to approximately

EUR 800 million in 2025. We target a dividend over 2025

of around 40 eurocents per common share, 10 cents more

than proposed for 2023.

Further information on our performance in 2023 can be found

in the “Results of operations” section on page 104.

Financial targets for 2025

Reduce gross

financial leverage

Increase operating

capital generation

Grow free cash flows

Increase dividend

to shareholders

Around EUR 5.0 billion

Around EUR 1.2 billion

Around EUR 0.40 per share

Around EUR 800 million

Barring unforseen circumstances, and dividend subject to Board and other relevant approvals.

Before holding and funding expenses.

Integrated Annual Report

2023 |

Performance in 2023

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Integrated Annual Report

2023

About Aegon

Governance and risk management

Financial information

Sustainability information

Governance

and risk management

2023

Boards and Governance

Letter from the Chairman of the Board

Corporate governance

Sustainability governance

Composition of the Board and Executive Committee

Report of the Board of Directors

Remuneration Report

Risk and capital management

Risk management

Capital and liquidity management

Regulation and compliance

Regulation and supervision

Code of Conduct

Conformity Statement

Integrated Annual Report

2023 |

Letter from the

Chairman of the Board

2023 was another important year of transition as Aegon began a new chapter in its

transformation and took further steps to create value for its stakeholders.

The year was marked by the completion of several important

milestones for Aegon that required the close attention of the

Board of Directors. I am pleased with the progress that

Aegon is making in its ongoing transformation, and with the

commercial momentum in key markets.

One such step was the closure of the transaction to combine

Aegon's Dutch pension, life and non-life insurance, banking,

and mortgage activities with a.s.r. to create a leading Dutch

insurance company. The Board closely monitored the

transaction with a.s.r., including the post-closing process. The

almost 30% stake in a.s.r. allows Aegon to benefit from the

synergies and commercial opportunities this combination

will generate. Furthermore, the associated EUR 1.5 billion

share buyback program, which uses the majority of the cash

proceeds from this transaction, is proceeding well.

The completion of the transaction resulted in changes

to Aegon's corporate structure and regulatory landscape.

In particular, as the company no longer had a regulated

insurance entity in the Netherlands, a new group supervisor

was required. Following discussions in the college

of supervisors, the Bermuda Monetary Authority (BMA)

informed Aegon that it would become its group supervisor

if the company were to move its legal domicile to Bermuda.

The Board of Directors closely reviewed the implications

of the redomiciliation from the perspective of all stakeholders.

After extensive discussions with Aegon’s leadership and

external advisors, the Board concluded that the proposed

move is in the best interest of the company’s stakeholders

and provides the company with the stability needed

to continue executing its strategy. We therefore strongly

supported the change in supervisor as well as the move

William Connelly

Chairman Board of

Directors, Aegon

Integrated Annual Report

2023

Sustainability information

Financial information

Governance and risk management

About Aegon

of the company’s legal seat. On behalf of the Board,

I would like to thank Aegon's former group supervisor, the

Dutch Central Bank (DNB), for the pleasant and efficient

cooperation over the years. We look forward to further

fostering a fruitful relationship with our new group supervisor,

the Bermuda Monetary Authority.

The redomiciliation of Aegon has also resulted in Aegon

adopting a new governance structure. This includes the

introduction of a one-tier board, comprising the members of

the Supervisory Board under the previous framework – in a

non-executive role – and the CEO as an Executive Director. The

Board has also been involved in the successful implementation

of the new structure. As part of the engagement process with

stakeholders on this topic, amendments were made to the

governance framework to further enhance shareholder rights.

The Board was pleased with the constructive dialogue with

stakeholders, as well as the outcome.

Engagements with stakeholders

During this important year of transition, it was more

important than ever to maintain close engagement with

Aegon's shareholders and other stakeholders. In addition

to the redomiciliation to Bermuda, a key governance

issue discussed was the proposed changes to Aegon's

remuneration policy, with the new policy set to be voted on by

shareholders at the 2024 Annual General Meeting (AGM).

A highlight of the engagement calendar in 2023 was

Aegon's Capital Markets Day (CMD) in June. In light

of the transformation process the company is in, the CMD

was an opportunity for Aegon to showcase the strong

position and ambitions of its businesses in the United

States. Aegon's leadership also presented its plans and

financial targets for the coming three years, which include

a meaningful reallocation of capital from Financial Assets

to Strategic Assets. This will improve both the risk profile and

profitability of the US businesses. The Board of Directors

was closely involved in the preparations for the event, which

included the official launch of Aegon's new brand and logo,

symbolic of a new era for the company.

Committed to creating value

As we work to ensure the right governance and operational

path for the future, Aegon’s leadership and employees remain

committed to creating long-term value for all stakeholders

and to delivering on the company’s purpose of Helping

people live their best lives. This includes not only enabling

financial wellbeing for customers, but also having a positive

impact on society at large. In 2023, the Board of Directors

was pleased to see Aegon make progress on its sustainability

ambitions, and particularly on the priority themes of climate

change and inclusion and diversity. A notable milestone

in Aegon’s commitment to its sustainability approach was

the addition of a new climate target to reduce the carbon

intensity of Aegon's directly held real estate investments.

The increased focus on its sustainability approach is in line with

the work Aegon undertook during the year to strengthen its

non-financial reporting and controls. This includes preparations

for the European Union's Corporate Sustainability Reporting

Directive (CSRD), which will apply to Aegon from the 2024

reporting year. The Board welcomes the progress made in this

area, including the steps taken to mature the company's double

materiality assessment (DMA) process.

In the area of financial reporting, the implementation of IFRS 17,

which became effective in January 2023, was another

important focus for the Board of Directors. Having assisted

Aegon extensively in preparing for the introduction of the new

standards in 2022, our attention turned to the implementation

process. The priority was to ensure this was well managed

and that the decisions made in relation to the implementation

of IFRS 17 were well founded. Following regular discussions

with Aegon's management and our outside advisors on this

issue, we are satisfied with the implementation process.

A strong foundation to begin the next chapter

The Board welcomes the steps Aegon took in 2023 to drive

the business to its full potential and begin the next chapter

of its transformation. We fully support Aegon's leaders

as they take the necessary actions to adapt to a changing

environment and deliver on the company's ambitions.

Similarly, the Board members and I are satisfied that we have

fulfilled our responsibilities to Aegon and its stakeholders

during this pivotal year. Our efforts were supported

by the reappointment of Dona Young. The composition and

experience of the Board was again a key consideration in this

appointment, as we continued to maintain a good balance

in terms of gender diversity, nationality, and background. I also

welcome the recent proposal to appoint Albert Benchimol

to the Board of Directors for a four-year term and the most

recent proposal to reappoint Lard Friese as Executive

Director and CEO at the upcoming Annual General Meeting

of Shareholders (AGM) on June 12, 2024.

On behalf of the members of the Board, I would like to thank

Aegon's employees around the world for their important

contribution to the company's purpose and strategic

goals. As always, I am grateful to Aegon's investors for their

continued confidence in the company and its people as we

embark together on this next phase of our transformation.

The Hague, the Netherlands, April 3, 2024

William L. Connelly

Chairman Board of Directors, Aegon

Integrated Annual Report

2023 |

Letter from the Chairman of the Board

Corporate governance

and Corporate Governance Statement

Aegon is a Bermuda exempted company with liability limited

by shares, having its registered office in Hamilton, Bermuda.

Aegon has its principal place of business in The Hague, the

Netherlands, where its headquarters are. Aegon is registered

with the Bermuda Registrar of Companies under number

202302830 and the Dutch trade register under number

27076669. Aegon, as a Bermuda company, is subject

to Bermuda law and its governance is predominantly

determined by Bermuda law, its bye-laws, its memorandum

of continuance and its board regulations. On December 31,

2023, Aegon qualified as a non-resident company under

the Dutch Non-Resident Company Act, due to which certain

Dutch legal requirements, mainly relating to drawing up the

annual accounts in accordance with Title 9 of Book 2 of

the Dutch Civil Code, will apply. As Aegon is a company

established in Bermuda, the Dutch Corporate Governance

Code does not apply to Aegon.

The shareholders

Listing and shareholder base

Aegon’s common shares are listed on Euronext Amsterdam

and the New York Stock Exchange. Aegon has institutional

and retail shareholders around the world. More than three-

quarters of shareholders are located in the United States,

the Netherlands, and the United Kingdom. Aegon’s largest

shareholder is Vereniging Aegon, a Dutch association with

a special purpose to protect the broader interests of the

company (Aegon) and its stakeholders.

General Meeting of Shareholders

A General Meeting of Shareholders (the “General Meeting”)

is held at least once a year and, if deemed necessary, the

Board of Directors (the “Board”) of the Company may convene

an Extraordinary General Meeting. The main function of the

General Meeting is to decide on (re)appointments to the

Board, appointment of the auditor, the amendments of the

bye-laws, adoption of the remuneration policy, approval

of resolutions of the Board entailing a significant change

in the identity or character of the Company or its business

and any issue of Aegon shares exceeding 10% of Aegon

issued share capital 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.

At every annual General Meeting, the Board shall present

shareholders with the annual accounts to be discussed

during the meeting. The Board shall also annually present

shareholders with a remuneration report that shall be put

to an advisory vote, which shall not be binding on the Board

or the Company.

Convocation

A General Meeting must be convened at least 30 days prior

to the day of the General Meeting and shall be called by way

of a press release and publication on the website. The notice

shall specify the place, day and time of the meeting, the

record date, means of electronic communication and the

agenda of the meeting. General Meetings will be convened

by the Board. Shareholders representing at least ten per cent

(10%) of the paid-up share capital may request a General

Meeting. Shareholders representing at least one per cent

(1%) of the issued capital or one hundred (100) or more

shareholders jointly may request one or more items to be

added to the agenda of a General Meeting. Such a request

must be received by the Company not less than six (6)

weeks before the General Meeting. Matters that are not

reserved for, or do not require a resolution of the General

Meeting pursuant to the bye-laws or Bermuda law, may only

be included as a non-voting discussion item that shall be non-

binding to the company and the board unless otherwise and

at its sole discretion determined by the Board.

Record date

The record date is used to determine shareholders'

entitlements with regard to their participation and

voting rights in a General Meeting. The record date may

be determined by the Board and may not be more than sixty

(60) days before or later than twenty (20) business days

before the date fixed for the General Meeting of Shareholders.

Attendance

Every shareholder is entitled to attend the General Meeting

and vote either in person or by proxy granted in writing. This

includes proxies submitted electronically. All shareholders

wishing to take part must provide proof of their identity and

shareholding and must notify the company ahead of time

of their intention to attend the meeting. Aegon also solicits

proxies from New York registry shareholders in line with

common practice in the United States.

Voting at the General Meeting

At the General Meeting, each common share carries one vote.

In the absence of a Special Cause, Vereniging Aegon casts

one vote for every 40 common shares B it holds.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

The Board of Directors

Aegon has a single tier Board consisting of eight Non-

Executive Directors and one Executive Director. Details

on the composition of the Board can be found on page 52.

Subject to the provisions of the Bermuda Companies Act and

the Company bye-laws, the Board manages and conducts

the business of Aegon and is responsible for the general

affairs of the Company, which includes setting the strategy

of the Company. The Board may exercise all the powers

of the Company except those powers that are required

by the Bermuda Companies Act or the Company bye-laws

to be exercised by the General Meeting. 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. In the

exercise of its duties the Board shall take into account the

long-term consequences of decisions, sustainability and the

interest of all corporate stakeholders. For the purposes of a

Director’s duty to act in the way he considers, in good faith,

is in the best interests of the Company, the Director shall not

be required to regard the benefit of any particular stakeholder

interest or group of stakeholder interests as more important

than any other.

Composition of the Board

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 of the

then issued and outstanding shares.

Members of the Board will be appointed for a term of not

more than four years and may be reappointed thereafter.

After 12 years, a Non-Executive Director will no longer

be considered independent. Aegon aims to ensure that

the composition of the company's Board is in line with

Aegon’s Inclusion and Diversity Policy and is as such well-

balanced in terms of professional background, geography,

gender, and other relevant aspects of this policy. A profile,

which is published on aegon.com as schedule to the board

regulations, has been established that outlines the required

qualifications of the members of the Board. 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 at least half (1/2) of the then issued and

outstanding shares. The Board determines the remuneration

and other terms of service of the Executive Director and

the Non-Executive Directors, with due observance of the

remuneration policy for the Board. This remuneration policy

is adopted by the General Meeting ultimately at the fourth

annual general meeting held after the General Meeting

in which the remuneration policy was most recently adopted.

The Board may, 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 Chief Executive Officer (the “CEO”). The Board

oversees the execution of its responsibilities and delegated

powers, authorities and discretions by the CEO and any other

person or committee to which the Board has delegated any

of its duties and responsibilities and is ultimately responsible

for the fulfillment of the Board’s duties by them.

Committees

The Board has four committees compromising solely of

Non-Executive Directors. These committees are the:

• Audit Committee

• Risk Committee

•

Compensation and Human Resource Committee

• Nomination and Governance Committee.

Please see page 62 for the composition of the Board’s

committees and the Board Report for more information on

the functioning of these committees

The Chief Executive Officer

The CEO is a member of the Board of Directors and

is responsible for the day-to-day management and

general business and affairs of the Company and the

Group. In particular, the CEO is entrusted with all of the

Board’s powers, authorities, and discretions in relation

to the operational running of the Company, particularly

powers, authorities, discretions as to such matters

including but not limited to: the operational running

of the Company and the Business, developing the

Company’s strategy for consideration, determination and

approval by the Board and the implementation of such

strategy and managing performance of the business.

Lard Friese is the Chief Executive Officer of Aegon.

The Executive Committee

The members of Aegon's Executive Committee work

alongside the CEO and help oversee operational issues and

the implementation of Aegon’s strategy. Members are drawn

from Aegon's functional, business, and country units, and

have both regional and global responsibilities. This ensures

that Aegon is managed as an integrated international

business. The Executive Committee provides vital support

and expertise in pursuit of the company's strategic

objectives. Please see page 52 for the composition of the

Executive Committee.

Capital, significant shareholders, and exercise

of control

As a publicly listed company, Aegon is required to provide

the following detailed information regarding any structures

or measures that may hinder or prevent a third party from

acquiring the company or exercising effective control over it.

Integrated Annual Report

2023 |

Corporate governance

The capital of the company

Aegon has an authorized capital of EUR 720 million, divided

into 4 billion common shares and 2 billion common shares B,

each with a nominal value of EUR 0.12. As of December 31,

2023, a total of 1,814,726,912 common shares and

389,759,240 common shares B had been issued, whereby

the common shares comprise 82% and the common

shares B comprise 18% of the issued capital.

Depository receipts for Aegon shares are not issued with the

company's cooperation.

As per the Dutch act regarding the conversion of bearer

shares, all 16,040 bearer shares outstanding at December

2020 have been converted into registered shares held by the

company as per January 1, 2021. Until January 1, 2026, and

upon request of a holder of a certificate of a bearer share,

the company will provide the holder of such a valid certificate

of a bearer share with a registered share as a replacement

of the bearer share.

Each common share carries one vote. There are

no restrictions on the exercise of voting rights by holders

of common shares.

All issued and outstanding shares B are held by Vereniging

Aegon, the company's largest shareholder. The nominal

value of the common shares B is equal to the nominal value

of a common share. This means that common shares B also

carry one vote per share. However, the voting rights attached

to common shares B are subject to restrictions as laid down

in the Voting Rights Agreement, under which Vereniging

Aegon may cast one vote for every 40 common shares B it

holds in the absence of a Special Cause.

The financial rights attached to a common share B are one-

fortieth (1/40th) of the financial rights attached to a common

share. The rights attached to the shares of both classes

are otherwise identical. For the purpose of the issuance

of shares, reduction of issued capital, the sale and transfer

of common shares B or otherwise, the value or the price of a

common share B is determined as one-fortieth (1/40th) of the

value of a common share. For such purposes, no account

is taken of the difference between common shares and

common shares B in terms of the proportion between

financial rights and voting rights.

Significant shareholdings

On December 31, 2023, Vereniging Aegon, Aegon's largest

shareholder, held a total of 313,944,810 common shares and

381,813,800 common shares B.

Under the terms of the 1983 Merger Agreement, as amended

in May 2013, Vereniging Aegon has the option to acquire

additional common shares B. Vereniging Aegon may exercise

its call option to keep or restore its total stake to 32.6% of the

voting rights, irrespective of the circumstances that caused

the total shareholding to be or become lower than 32.6%.

During 2023, the following agreements have been concluded

between Aegon and Vereniging Aegon.

On August 16, 2023, the members of Vereniging Aegon

voted to instruct the board of Vereniging Aegon, subject

to the board’s fiduciary duties, to vote all of Vereniging

Aegon’s Common Shares and Common Shares B (based

on one vote per 40 Common Shares B) at Aegon’s next

extraordinary general meetings on extraordinary general

meetings of September 29, 2023 and September 30, 2023

in favor of Aegon’s redomiciliation from the Netherlands

to Bermuda, by way of (i) a conversion into a Luxembourg

S.A. followed by (ii) a conversion into a Bermuda Ltd. (the

“Redomiciliation”). Following such vote of the members

of Vereniging Aegon, the board of Vereniging Aegon

is obligated, pursuant to the terms of the Voting Undertaking

Agreement, dated as of June 29, 2023, between Aegon and

Vereniging Aegon, and subject to the board’s fiduciary duties,

to vote all of such shares in favor of the Redomiciliation.

On December 8, 2023, Aegon entered into a share

repurchase agreement with Vereniging Aegon, pursuant

to which the Vereniging Aegon agreed to participate

in the second and third tranche of the Aegon’s current

1.5 billion Euro share buyback program and Aegon agreed

to repurchase a certain number of Common Shares from

Vereniging Aegon for an aggregate consideration equal

to EUR 139.5 million Euro which will be equally distributed

over the total number of trading days during the remainder

of the current share buy back program of Aegon. The

number of Common Shares that Aegon will repurchase

from Vereniging Aegon will be determined based on the

daily volume-weighted average price per common share

on Euronext Amsterdam on a weekly basis.

On December 18, 2023, Aegon repurchased 112,619,440

common shares B from Vereniging Aegon for the amount

of EUR 14,804,951.58 based on 1/40th of the Value

Weighted Average Price of the common shares of the five

trading days preceding this transaction. The repurchase

of common shares B was executed to bring the aggregate

holding of voting shares by Vereniging Aegon in Aegon more

in line with its special cause voting rights of 32.6% following

the completion of the Share Buy Back Programs, initiated

by Aegon in July 2023 following the completion of the

transaction with a.s.r.

For an overview of other significant shareholders, please

see paragraph “other major shareholders” in the chapter

Major Shareholders on page 356.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Special control rights

The common shares and the common shares B offer equal

full voting rights, as they have equal nominal value (EUR 0.12).

The Voting Rights Agreement entered into between

Vereniging Aegon and Aegon provides that under normal

circumstances, that is, except in the event of a Special Cause,

Vereniging Aegon is not allowed to exercise more votes than

is proportionate to the financial rights represented by its

shares. This means that in the absence of a Special Cause,

Vereniging Aegon may cast one vote for every common share

it holds and one vote only for every 40 common shares B it

holds. In the event of a Special Cause, Vereniging Aegon may

cast one vote for every common share and one vote for every

common share B.

A Special Cause may include:

•

The acquisition by a third party of an interest in Aegon

amounting to 15% or more

•

A tender offer for Aegon shares, or

•

A proposed business combination by any person or group

of persons, whether acting individually or as a group, other

than in a transaction approved by the company’s Board

If Vereniging Aegon, acting at its sole discretion, determines

that a Special Cause has arisen, it must notify the General

Meeting of Shareholders. In this event, Vereniging Aegon

retains full voting rights on its common shares B for a period

limited to six months. Vereniging Aegon would, for that limited

period, command 32.6% of the votes at a General Meeting

of Shareholders.

Based on the Voting Rights Agreement, Vereniging Aegon has

a right to, at its own discretion, take the decision to exercise

its full voting rights on common shares B. Vereniging Aegon

may exercise this right unilaterally and independent of Aegon

and therefore also irrespective of any decisions of the

Board of Aegon.

Issue and repurchase of shares

In accordance with Bermuda law, the Board will be authorized

to issue Aegon shares up to Aegon Ltd.’s authorized capital.

However, the bye-laws determine that any issue of Aegon

shares exceeding 10% of Aegon’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. As a result,

other than in the case as described in the previous sentence,

any transaction which would require the issuance of more

than 10% of Aegon’s issued share capital will require

shareholder approval.

In September 2023, Aegon announced that it will propose

an amendment to its bye-laws on the Annual General Meeting

2024, to include in the bye-laws that upon the issuance

of common shares, each holder of common shares will have

pre-emptive rights in proportion to the number of common

shares held by such shareholder and that the General

Meeting can authorize the Board to limit or exclude pre-

emptive rights. Annually Aegon will request (i) an authorization

to exclude pre-emptive rights for up to 10% of the issued

share capital, and (ii) an authorization to exclude pre-emptive

rights for share issuances for purposes of safeguarding,

conserving, or strengthening Aegon’s capital position.

Issuances for equity compensation plans or against a non-

cash contribution will be excluded from pre-emptive rights.

Aegon is entitled to acquire its own fully paid-up shares,

providing it acts within the parameters set by Bermuda

law and the Dutch Non-Resident Companies Act.

In September 2023, Aegon confirmed that it will propose

an amendment to its bye-laws at the Annual General

Meeting of Shareholders 2024, to include in the bye-laws

that a resolution to declare a final dividend and a resolution

regarding the acquisition of own shares by Aegon will require

an authorization from the General Meeting. Aegon will

request this authorization annually.

Transfer of shares

There are no restrictions on the transfer of common shares.

Common shares B can only be transferred with the prior

approval of Aegon's Board.

Aegon has no knowledge of any agreement between

shareholders that might restrict the transfer of shares or the

voting rights pertaining to them.

Significant agreements and potential change of control

Aegon is not party to any significant agreements that

would take effect, alter, or terminate as a result of a change

of control following a public offer for the outstanding shares

of the company, other than those customary in financial

markets (for example, financial arrangements, loans, and joint

venture agreements).

Share plan

Senior executives at Aegon companies and some other

employees are entitled to variable compensation of which

part is granted in the form of shares. For further details,

please see the Remuneration Report on page 66 and note

44 of the notes to Aegon´s consolidated financial statements

on page 315. Under the terms of existing share plans the

vesting of granted rights is predefined. The shares shall vest

as soon as possible in accordance with payroll requirements

of the relevant subsidiary after the adoption of the

company's Integrated Annual Report at the Annual General

Meeting in the year of vesting of these shares.

Appointing, suspending, or dismissing Board members

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

Integrated Annual Report

2023 |

Corporate governance

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. 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.

Amending the bye-laws

The Board resolves on an 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 continuation 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 continuation has been adopted by the

General Meeting, apply to the Supreme Court of Bermuda

for an annulment of such amendment of the memorandum

of continuation, other than an amendment which alters

or reduces Aegon’s share capital as provided in Bermuda law.

No application may be made by Shareholders voting in favor

of the amendment.

Diversity and Management and Control systems

Management and Control Systems relating to financial

reporting

Information on Management and control systems relating

to the process of financial reporting can be found on page 88.

Diversity

Information on Diversity can be found on page 34.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Sustainability governance

Key roles

Aegon’s Board of Directors has ultimate oversight over

sustainability. Through its Nomination and Governance

Committee, the Board of Directors is advised and kept

appraised of business and regulatory developments

regarding sustainability.

Advice on Aegon’s sustainability approach is provided by

the Global Sustainability Board (GSB), which is supported

by the Corporate Sustainability team. The GSB is a senior

management committee established in December 2021,

to enhance overall governance and oversight of Aegon’s

company-wide approach to sustainability. The GSB meets

quarterly and advises the Executive Committee on Aegon’s

strategic sustainability approach, including the two priority

themes: climate change, and inclusion and diversity. It is

chaired by the CEO of the Americas and consists of senior-

level representatives from across the company, including five

members of the Executive Committee.

The GSB’s core function is to steer and strengthen the

sustainability approach across Aegon’s business units, and

it is supported by the local sustainability boards. This includes

the validation of Aegon’s double materiality assessment

as required by the CSRD. This includes the validation

of Aegon's double materiality assessment, which assesses

sustainability measures, as required by the CSRD. Key actions

include formulating sustainability-focused commitments, key

performance indicators (KPIs), and targets; and tracking these.

Incentives

As per our Remuneration Policy for the Executive Director,

at least 50% of the CEO variable compensation must be

determined by non-financial performance indicators, where

at least one must be ESG-related. Moreover, a significant risk

or compliance incident related to ESG may result in a malus

adjustment or claw-back of the CEO’s variable compensation.

Risk management

The Group Risk & Capital Committee (GRCC) oversees

the Financial Risk Management’s climate scenarios that

analyze the potential impacts of climate change on our

financial accounts. The Non-Financial Risk Committee (NFRC)

oversees Risk Governance’s annual climate risk assessment

that identifies possible physical and transition risks that

could impact Aegon.

The Compliance function conducts Aegon’s biennial Human

Rights Risk Assessment. The Compliance function also

annually assesses ethics and culture via the Systematic

Integrity Risk Assessments (SIRA), part of which is to assure

these are in compliance with the Code of Conduct and

Aegon’s core values. This is also overseen by the NFRC.

Integrated Annual Report

2023 |

Sustainability governance

Composition of the Board and

Executive Committee

Members of the Executive Committee

Per September 30, 2023, Aegon’s Management Board was renamed Executive Committee.

Lard Friese (1962, Dutch)

CEO and Chairman of the Executive Committee, and

executive member of the Board of Directors of Aegon Ltd.

Matthew J. Rider (1963, American)

CFO and member of the Executive Committee

Matt Rider began his career at Banner Life Insurance

Company and held various management positions

at Transamerica, Merrill Lynch Insurance Group, and ING

before joining Aegon. From 2010 to 2013, he was Chief

Administration Officer and a member of the Management

Board at ING Insurance, based in the Netherlands. In this

role he was responsible for all ING's insurance and asset

management operations, and specifically for Finance and

Risk Management.

Mr. Rider joined Aegon on January 1, 2017, and is CFO and

member of the Executive Committee of Aegon.

Elisabetta Caldera (1970, Italian)

Chief Human Resources Officer and member of the

Executive Committee

Elisabetta Caldera started her career in Human Resources

(HR) in 1994 at Foster Wheeler and soon moved

to ABB Alstom.

In 2004, she joined Vodafone Italy where she was appointed

Human Resources and Organization Director and member

of the Management Board Vodafone Italy. Ms. Caldera moved

to Vodafone Group in UK as Human Resources Director for

the Global Technology function and finally was appointed

as HR Director for Europe Cluster & Egypt in 2018.

Ms. Caldera joined Aegon on June 1, 2021, as Chief

HR Officer and is a member of Aegon's Executive Committee.

Ms. Caldera is a former member of the Supervisory Board

of Renantis (formerly known as Falck Renewable).

Will Fuller (1971, American)

CEO of Aegon Americas and member of the Executive

Committee

Will Fuller has 30 years of experience in financial services,

including life insurance, annuities, retirement plans and

wealth management. Prior to joining Aegon, Mr. Fuller served

as Executive Vice President of Lincoln Financial Group.

His responsibilities included leading growth strategies,

product and distribution innovation, and governance. His

previous experience also includes Merrill Lynch, where

he was responsible for product and distribution for Wealth

Management in the Americas.

Mr. Fuller was appointed as a member of Aegon's Executive

Committee in March 2021. He has been actively engaged

in the financial services industry, most recently in forming

the Alliance for Lifetime Income were he serves as Operating

Committee Chairman. Mr. Fuller is a board member

of the American Council of Life Insurers and LL Global, Inc.

(LIMRA/LOMA), and a former board member of Forum for

Investor Advice, Money Management Institute, and Insured

Retirement Institute.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Mike Holliday-Williams (1970, British)

CEO of Aegon UK and member of the Executive Committee

Mike Holliday-Williams started his career with WHSmith

in 1991 as a graduate trainee, working as a Retail

Manager in many UK stores and in Business Development.

In 1997, he joined Centrica where he had several general

management and marketing roles in British Gas, before

becoming the Residential & Marketing Director of Centrica

Telecoms/One.Tel in 2004.

In 2006, Mr. Holliday-Williams joined RSA, becoming the

UK Managing Director of Personal Lines in 2008, responsible

for MORE THAN, Partnerships, and the Broker businesses.

In 2011, he moved to Copenhagen to become the CEO

of RSA Group's Scandinavian businesses, Codan A/S and

Trygg-Hansa, and he also became a member of the RSA

Group Executive Board. In 2014, he moved to Direct Line

Group (DLG) to become MD of the Personal Lines business,

joining the Board of DLG in February 2017.

Mr. Holliday-Williams joined Aegon UK in October

2019, to take over as CEO. He became a member

of Aegon's Executive Committee in March 2020.

Astrid Jäkel (1977, German)

Chief Risk Officer and member of the Executive Committee

Astrid Jäkel has 20 years of experience in the European

and global insurance sectors. She joined Aegon from the

international management consultancy firm Oliver Wyman

where she was a partner in the European Insurance and

Asset Management Practice, co-leader of the European

Insurance Financial Effectiveness team as well as a member

of the Board of Oliver Wyman's Swiss subsidiary. Her

consulting work focused on high-impact risk, capital, asset

liability and investment management topics. Ms. Jäkel worked

with leading European and global insurers on a broad range

of projects to help transform and optimize their risk and

balance sheet management capabilities for market, credit,

insurance, and non-financial risks.

Ms. Jäkel was appointed CRO of Aegon and member

of the Aegon’s Executive Committee in March 2022.

Her responsibilities include managing Aegon’s Group

Risk and Actuarial functions, along with maintaining the

Group’s Risk Management framework and overseeing the risk

management capabilities.

Marco Keim (1962, Dutch)

CEO of Aegon International and member of the Executive

Committee

Marco Keim began his career with accountancy firm

Coopers & Lybrand/Van Dien, before moving to the aircraft

manufacturer Fokker Aircraft and NS Reizigers, part of the

Dutch railway company, NS Group.

In 1999, he joined Swiss Life in the Netherlands as a member

of the Board and was appointed CEO three years later. Mr.

Keim was appointed CEO of Aegon the Netherlands and

member of Aegon's Executive Committee in June 2008.

From 2017 to 2020, Mr. Keim headed Aegon's operations

on mainland Europe. Since January 2020, Mr. Keim

is responsible for Aegon’s insurance joint ventures in Brazil

and China, its businesses in Spain & Portugal, its high-net-

worth insurance business, as well as several ventures in Asia.

Mr. Keim is a former member of the Supervisory Board

of Eneco Holding N.V.

Onno van Klinken (1969, Dutch)

General Counsel and member of the Executive Committee

Onno van Klinken has almost 30 years’ experience

providing legal advice to a range of companies and leading

Executive Board offices. Mr. Van Klinken started his career

at Allen & Overy, and previously worked for Aegon between

2002 and 2006.

He then served as Corporate Secretary for Royal Numico,

before it was acquired by Groupe Danone. His next position

was as General Counsel for the Dutch global mail and

express group TNT, where he served from 2008 until the

legal demerger of the group in 2011. This was followed

by General Counsel positions at D.E. Master Blenders 1753

and Corio N.V.

Mr. Van Klinken rejoined Aegon in 2014 as General Counsel

responsible for Group Legal, Compliance, the Board Office,

and Government and Policy Affairs. Mr. Van Klinken has been

a member of Aegon's Executive Committee since August

2016. Mr. Van Klinken was appointed member of the Board

of Stichting Continuïteit SBM Offshore in December 2016.

Integrated Annual Report

2023 |

Composition of the Board and Executive Committee

Bas NieuweWeme (1972, Dutch)

Global CEO of Aegon Asset Management and member of

the Executive Committee

Bas NieuweWeme was appointed Global CEO of Aegon

Asset Management and member of the Executive Committee

in June 2019. Having obtained a Master of Laws (2000) and

an Executive MBA in 2007, Mr. NieuweWeme has worked

in global investment management for more than 20 years.

The majority of this time was spent in various management

positions within ING Investment Management Americas and

Voya Investment Management. In 2016, he was named Global

Head of the Client Advisory Group and a member of the

management team at PGIM Fixed Income and Global Head

of the Institutional Relationship Group at PGIM, Prudential

Financial's global investment management business.

He serves as Vice-Chairman of the supervisory board of La

Banque Postal Asset Management.

He is also a member of the Board of Directors of The

Netherlands-America Foundation (NAF), a member of the

Leadership Council of AmeriCares, a non-profit disaster relief

and global health organization, and a member of the advisory

council of Diversity Project Europe.

Duncan Russell (1978, British)

Chief Transformation Officer and member of the Executive

Committee

Duncan Russell has worked most of his professional career

in the financial services sector, lastly as CFO and Board

member at Admiral Financial Services, the financial services

subsidiary of Admiral Group, a UK based insurance company,

responsible for finance, analytics, funding, credit risk

and pricing.

Before joining Admiral Group, Mr. Russell was Head

of Group Strategy and Corporate Finance at NN Group

N.V., the Netherlands, where he was responsible for capital

management, treasury, M&A, and the group's strategy.

Before joining NN Group N.V., Mr. Russell held various

positions at financial services groups in London.

Mr. Russell was appointed Chief Transformation Officer

and member of the Executive Committee of Aegon

on August 2020.

Deborah Waters (1967, American)

Chief Technology Officer and member of the Executive

Committee

Deborah Waters began her career at aerospace group

Lockheed Martin in 1989 before moving to software

consultancy group Seer Technologies.

In 1995, she joined Citigroup Inc., where she held various

technology leadership positions in the intervening years.

Most recently she served for over five years as Citi's Global

Head of Private Bank Operations and Technology. Additionally,

Ms. Waters was the Head of Inclusion and Diversity for

Citi’s Institutional Client Group Operations and Technology.

Previous roles include leading Client Centric and Equities

Technology, supporting the Equities, Research, Commercial

Bank, Citi Velocity, and Markets Sales businesses. She

also served as the Chief Operating Officer for the Markets

Technology organization during her tenure there. Before

moving to Markets Technology, Ms. Waters managed Markets

and Operational Risk Technology for the organization where

she started as a developer of risk solutions.

Ms. Waters joined Aegon as of February 2022 as Chief

Technology Officer and is a member of Aegon's Executive

Committee. Ms. Waters is member of the Board of Directors

of RanMarine Technology BV (not-listed).

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Board of Directors

Per September 30, 2023, Aegon’s Supervisory Board transitioned to the Board of Directors following redomiciliation to Bermuda.

William L. Connelly (1958, French)

Chairman of the Board of Directors

Chairman of the Nomination and Governance Committee

Member of the Compensation and Human Resource

Committee

Bill Connelly started his career at Chase Manhattan Bank,

fulfilling senior roles in commercial and investment banking

in France, the Netherlands, Spain, the United Kingdom, and

the United States. He was appointed to Aegon's Board

in 2017 and became Chairman in May 2018. His current term

ends in 2025.

Mr. Connelly is chairman of the Board of Directors, chairman

of the Nomination and Governance Committee and member

of the Compensation and Human Resource Committee. Mr.

Connelly is an independent Director at the Board of Directors

of Société Générale, Chairman of the Board of Directors

of Amadeus IT Group S.A., and is a former member of the

Board of Directors of Singular Bank, SA. (not listed).

Lard Friese (1962, Dutch)

CEO and Chairman of the Executive Committee, and

(executive) member of the Board of Directors

Lard Friese earned a Master of Laws degree at the University

of Utrecht. He has worked most of his professional career

in the insurance industry, including 10 years at Aegon

between 1993 and 2003. He was employed by ING as from

2008, where he held various positions. In July 2014, upon

the settlement of the Initial Public Offering of NN Group

N.V., he became the CEO of NN Group. During his tenure

at NN Group, he led a wide range of businesses in Europe

and Asia and created a stable platform for growth and

shareholder value.

He has extensive experience in the areas of insurance,

investment management, customer centricity, mergers and

acquisitions, and business transformation. Mr. Friese was

appointed CEO Designate as of March 1, 2020, and has been

appointed Executive Director of the Board until the end of the

AGM to be held in 2024. Mr. Friese is CEO and Chairman

of the Executive Committee of Aegon Ltd.

Mr. Friese is also a member of the Supervisory Board of ASR

Nederland N.V. and a member of the Supervisory Board

of Pon Holdings B.V. (non-listed). Mr. Friese is also a member

of the Board of Directors of The Geneva Association, the

leading global think tank for the insurance industry.

Corien M. Wortmann-Kool (1959, Dutch)

Vice Chairman of the Board of Directors

Member of the Audit Committee

Member of the Nomination and Governance Committee

Corien M. Wortmann-Kool was Chairman of the Board

of Stichting Pensioenfonds ABP, the Dutch public sector

collective pension fund until December 2022, and is a former

Member of the European Parliament and Vice President

on Financial, Economic and Environmental affairs for the

EPP Group (European People's Party). She was appointed

to Aegon's Board in May 2014, and her current term

ends in 2024.

She is Vice Chairman of the Board of Directors, and

a member of the Audit Committee and the Nomination and

Governance Committee.

Ms. Wortmann-Kool is a member of the Board of Directors

of DSM-Firmenich AG., Chairperson of the Supervisory Board

of Netspar, and a member of the Advisory Committee of the

Financial Markets Authority. She is a former member of the

Supervisory Board of Het Kadaster, and a former member

of the Supervisory Board of Save the Children Nederland.

Integrated Annual Report

2023 |

Composition of the Board and Executive Committee

Mark A. Ellman (1957, American)

Member of the Nomination and Governance Committee

Member of the Risk Committee

Mark A. Ellman is a former Vice Chairman Global Origination

of Bank of America/Merrill Lynch. Before joining Bank

of America/Merrill Lynch, he held various roles in the

US insurance industry. These mostly entailed working

in corporate finance at large US financial institutions, where

he was engaged in M&A advice and transactions, together

with equity and debt raisings for insurance companies.

He was a founding partner of Barrett Ellman Stoddard

Capital Partners.

Mr. Ellman was appointed to Aegon's Board in 2017, and

his current term ends in 2025. He is a member of the Risk

Committee and the Nomination and Governance Committee.

Mr. Ellman was a Non-Executive Director of Aegon USA from

2012 to 2017.

Karen Fawcett (1962, British)

Member of the Risk Committee

Member of the Compensation and Human Resource

Committee

Karen Fawcett was formerly CEO Retail, Brand and Marketing

for Standard Chartered Bank, which focused primarily on Asia,

Africa, and the Middle East. Her broad career across complex

global businesses covers wholesale and retail banking,

global strategy, technology transformation, and brand

and marketing.

Prior to her career in banking, Ms. Fawcett was Partner

at global management and information technology

consultancy firm Booz, Allen & Hamilton, where she advised

insurers, banks, and asset managers on a wide range

of strategic, technological, and operational transformations.

Ms. Fawcett was appointed to Aegon's Board in May 2022

and her current term ends in 2026. She is a member of the

Compensation and Human Resource Committee and

a member of the Risk Committee.

Ms. Fawcett holds several non-executive director positions,

with a portfolio across financial services and digital

transformation, education, and climate change mitigation.

These positions are with the following non-listed entities: the

LGT Group Foundation; Temus; Global Evergreening Alliance;

and BetterTradeOff. Ms. Fawcett is a former member of the

Board of Directors of INSEAD.

Jack McGarry (1958, American)

Chairman of the Audit Committee

Member of the Compensation and Human Resource

Committee

Jack McGarry is a former actuary who spent the majority

of his career at Unum Group, an NYSE-listed provider

of workplace financial protection benefits. He has held

various leadership roles in risk management, in finance,

as CEO of Unum’s business in the United Kingdom, and CEO

of Unum’s Closed Block.

His last position at Unum was as Chief Financial Officer

(CFO). As CFO, he successfully led the transformation of the

finance organization by outsourcing transactional processes,

driving automation across the organization, implementing

accounting and financial planning & analysis platforms

and modelling, and navigating the company through the

implementation of tax reform. This experience underscores

his in-depth knowledge of the insurance industry and his

integral perspective on managing an insurance company. Mr.

McGarry was appointed to Aegon’s Board in June 2021, and

his current term ends in 2025. Mr. McGarry is Chairman of the

Audit Committee and member of the Compensation and

Human Resource Committee.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Caroline Ramsay (1962, British)

Chairman of the Risk Committee

Member of the Audit Committee

Caroline Ramsay gained a Master's degree in Natural

Sciences in 1984 at Cambridge. She started her professional

career at KPMG in Ipswich and London, where she qualified

as a Chartered Accountant in 1987. During her long career,

Ms. Ramsay gained substantial experience in Finance

and Audit at large insurance companies. In addition to her

strong financial background, Ms. Ramsay acquired extensive

managerial expertise in executive roles at Norwich Union plc

(now Aviva plc) and RSA.

Ms. Ramsay holds various Non-Executive Board positions.

In 2013, she joined the board of Scottish Equitable – and

as of 2017 also the boards of Aegon UK plc and Cofunds

Ltd. – where she served as the Audit Committee Chair until

May 14, 2020. Ms. Ramsay was appointed to Aegon's Board

in May 2020 and her current term ends in 2024. She served

as Chairman of the Audit Committee and as a member of the

Risk Committee until August 2023 and is currently Chairman

of the Risk Committee and a member of the Audit Committee.

Ms. Ramsay is senior independent Director of the Board

of Brit Syndicates Ltd. (non-listed), a member of the Board

of Directors of Ardonagh Specialty Holdings Ltd. (non-

listed), and a member of the Board of Directors of Tesco

Underwriting Ltd. (non-listed). Ms. Ramsay is a member

of the FCA Regulatory Decisions Committee and member

of the Payment Systems Regulator's Enforcement Decisions

Committee. Ms. Ramsay is a former member of the

Board of Directors of Aberdeen UK Smaller Companies

Growth Trust plc.

Thomas Wellauer (1955, Swiss)

Member of the Audit Committee

Member of the Compensation and Human Resource

Committee

Thomas Wellauer started his professional career at McKinsey

& Company, where he served as Senior Partner and

Practice Leader. He held various executive management

positions at multi-industries, including financial services,

pharmaceuticals, and chemicals. Among others, he served

on the Executive Committees of Winterthur, Credit Suisse,

Novartis, and Swiss Re. His most recent position from 2010

to 2019 was Group Chief Operating Officer of Swiss Re.

During his career, Mr. Wellauer also served as independent

Director on the boards of several global companies such

as Munich Re and Syngenta.

Mr. Wellauer was appointed to Aegon's Board in May 2020,

and his current term ends in 2024. He is a member of the

Audit Committee and a member of the Compensation and

Human Resource Committee.

Mr. Wellauer is Chairman of the Board of Directors of SIX

Group (not listed), and Chairman of the Board of Trustees

of the University Hospital Zurich Foundation. Mr. Wellauer

is the former Chairman of the International Chamber

of Commerce in Switzerland.

Dona D. Young (1954, American)

Chairman of the Compensation and Human Resource

Committee

Member of the Nomination and Governance Committee

Member of the Risk Committee

Dona D. Young is an executive/board consultant and retired

Chairman, President, and Chief Executive Officer of The

Phoenix Companies, which was an insurance and asset

management company at the time of her tenure. She was

appointed to Aegon's Board in 2013, and her current term will

end in 2025.

She is Chairman of the Compensation and Human Resource

Committee, member of the Nomination and Governance

Committee, and member of the Risk Committee.

Ms. Young is member and Chairman of the Board of Directors

of Foot Locker, Inc. Furthermore, Ms. Young is a Director

of the Board of Spahn & Rose Lumber Company (not

listed), member of the Board of the National Association

of Corporate Directors, and independent Director of the

Board of Directors of USAA.

Integrated Annual Report

2023 |

Composition of the Board and Executive Committee

Report of the Board of Directors

On June 30, 2023, Aegon announced its intention to change

its legal domicile from the Netherlands to Bermuda

to facilitate the transfer of Aegon’s group supervision

from the Dutch Central Bank to the Bermuda Monetary

Authority. The change in legal domicile was effectuated

following the approval from the Shareholders for the

cross-border conversion during the Extraordinary General

Meetings of Shareholders held on September 29 and

September 30, 2023.

Aegon N.V.

Aegon N.V. converted

into a Luxembourg

legal entity, Aegon S.A.

Following the completion

of the first conversion,

Aegon S.A. converted

into Aegon Ltd.

Following the redomiciliation, Aegon, as a Bermuda

Ltd., is subject to Bermuda law and its governance

is predominantly determined by Bermuda law, its Bye-Laws,

and its Board Regulations.

Board of Directors

Aegon has a one-tier board consisting of nine Directors.

Aegon’s independent Non-Executive Directors are the

former Aegon N.V. Supervisory Board members, and

Aegon’s CEO, Lard Friese, has joined the Board as the sole

Executive Director.

The Board manages and conducts the business of the

Company and is responsible for the general affairs of the

Company, which includes setting and evaluating the

Company’s strategy, management’s policies, and the

effectiveness with which management implements its

policies and overseeing compliance with legal and regulatory

requirements.

The Board has four committees, comprising solely

of Non-Executive Directors: the Audit Committee, the Risk

Committee, the Nomination and Governance Committee, and

the Compensation and Human Resource Committee. The

committees report to the Board on their activities, identifying

any matters on which they consider action or improvements

are needed, and making recommendations to the Board

as to the steps to be taken. For more information about the

functioning of the committees, please see the Committee

Charters on aegon.com.

2023 topics

2023 has been an important year of transition for Aegon and

the Board. A significant amount of time was allotted to the

items listed below.

Redomiciliation and group supervision

The Board discussed in depth the redomiciliation of the

legal seat with management and external advisors during

additional meetings outside the regular cycle of meetings.

Following the closure of the transaction with a.s.r., Aegon

no longer had a regulated insurance business in the

Netherlands. Under EU Solvency II insurance regulation,

DNB could no longer act as group supervisor and thus a new

group supervisor was required. The Board, together with

management, explored various options and their viability

to support Aegon’s global strategy.

Following discussions in the college of supervisors, the

Bermuda Monetary Authority (BMA) informed Aegon that

it would become its group supervisor after transferring

Aegon’s legal seat to Bermuda. The Board, in close

consultation with Aegon’s leadership and external advisors,

concluded that the proposed move is in the best interest

of the company’s stakeholders and provides the company

with the stability needed to continue executing its strategy.

The transfer of the legal seat to Bermuda allows Aegon

to maintain its headquarters in the Netherlands.

Governance and stakeholder management

The Board and management have engaged extensively with

shareholders and other stakeholders on the redomiciliation

and the governance structure of Aegon Ltd. The Board has

taken into account the feedback received form stakeholders

with respect to Aegon’s initial plans regarding governance.

Based on the feedback, it was decided to include a binding

vote on Aegon Ltd.'s remuneration policy at least every

four years, and a binding vote on major acquisitions and

divestments in Aegon Ltd.‘s bye-laws. Furthermore, the

Board committed to submit for approval to the first Aegon

Ltd. general meeting of shareholders to be held in 2024

an amendment to the Aegon Ltd. bye-laws, to include the

following provisions: (i) introduction of pre-emptive rights for

the issuance of common shares (ii) shareholder approval for

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

share buy-backs and (iii) shareholder approval for annual final

dividend payments. It was further taken into account that the

redomiciliation allowed the company to maintain its listings

on Euronext Amsterdam and the NYSE, bringing stability

to our shareholders, and to remain a Dutch tax resident. The

Board of Aegon therefore concluded that the move is in the

best interest of shareholders, and provides stability for the

group to continue to execute upon its announced strategy.

More generally, stakeholder engagement continues to be

an important topic for the Board and stakeholder interests are

taken into account in the decision making process.

Sustainability

Sustainability is a central element of our strategy and

an area of specific attention for the Board. The Board has

ultimate oversight over sustainability and is advised and

kept appraised of business and regulatory developments

regarding sustainability through its Nomination and

Governance Committee. Other committees also address

wider social and governance matters, as linked to their

area of responsibility. In 2023, the Board was regularly

updated on the progress of Aegon’s Sustainability approach

and relevant sustainability developments. These updates

included discussions on the double materiality assessment

and resultant material sustainability themes, progress

on Aegon’s key sustainability metrics and the controls

related to sustainability reporting. The wider governance

of sustainability is described on page 51 of this report and

this structure drives delivery of the Aegon’s sustainability

ambitions and alignment on sustainability across

the business. The Board supports Aegon’s approach

to sustainability and consequently considers sustainability

issues in its decision-making.

IFRS 17 accounting

On July 12, 2023, Aegon published its financial supplement

for both half-year and full-year 2022 under the IFRS 9 and

IFRS 17 accounting standards that became effective

on January 1, 2023. The Board had many interactions

with management on the implementation of the new

accounting standard, the implications for Aegon, and industry

comparison. IFRS 17 is the first international accounting

standard for insurance contracts and aims to create more

consistency and comparability between companies. While

the new accounting standard will impact Aegon’s financial

reporting, it will not impact its strategy, capital management

approach, financial targets, nor its outlook. The Board

was well informed about the new accounting standard

and frequently discussed the financial IFRS results and

disclosures. The Board is very pleased with Aegon’s hard

work and proven flexibility which resulted in a well-managed

implementation process.

Other 2023 topics

In addition, the Board addressed, among others, the following

topics in 2023:

•

The implementation of the a.s.r. transaction, including

transition reports;

•

The one-tier governance structure, including the Bye-laws,

the Board Regulations, and other corporate governance

matters;

•

The remuneration philosophy and framework, executive

remuneration, and succession planning;

•

Communication and stakeholder management with regard

to the redomiciliation;

•

The self-evaluation of the 2022 Board performance;

•

The global employee survey results and the HR plan;

• The Annual Report 2022;

•

The Group target operating model;

•

The strategic preparations and communication related to

the June 2023 Capital Markets Day, emphasizing the

Transamerica strategy, performance, and growth ambitions;

• Brand architecture;

• The regular business updates;

•

The group strategic deliberations and considerations;

•

The approval of the 2022 financial results, the 2023 interim

financial results, and the (interim) dividends;

•

The funding plan and funding authorization;

•

Capital generation and solvency capital positions;

•

Enterprise risk management, information security, and

cybersecurity;

•

The Budget and Medium Term Plan;

•

Human resources, including talent development,

organizational health developments, cultural change, and

diversity;

•

Regulatory changes at both regional and global levels;

• Tax policy and developments;

•

Technology and strategy, developments, and innovations;

and

•

The active management of the business portfolio, including

acquisitions, divestments, and balance sheet transactions.

Independent Auditor

During the 2023 AGM, Ernst & Young Accountants LLP was

appointed as Aegon N.V.’s independent auditor for the Annual

Accounts 2024 through 2028. Following the redomiciliation,

the Board proposed for approval to the shareholders meeting

the appointment of auditor PricewaterhouseCoopers

Accountants N.V. as the independent auditor of Aegon Ltd. for

the Annual Accounts of 2023 and to appoint Ernst & Young

Accountants LLP as independent auditor of Aegon Ltd. for the

Annual Accounts of 2024. Both proposals were approved

by the general meeting of shareholders in September 2023.

2024 focus areas

In 2024, Aegon will continue its transformation process.

Focus will be on the business units delivering on their

ambitions in line with the budget/medium term plan. The

Board will closely monitor the growth developments and the

Integrated Annual Report

2023 |

Report of the Board of Directors

value creation of the individual business units and the further

strengthening of the economic balance sheet. Following the

redomiciliation, the Board will discuss enhancements to the

governance structure while continuing to comply with new

and existing regulations. This includes setting the proposal

for a new remuneration framework, and making adjustments

to the bye-laws and other corporate governance charters.

Other areas of attention relate to (IT) security, data protection,

hedging programs, financial and sustainability reporting,

(IFRS) accounting, controls, and employee wellbeing. Also,

the Board will follow external developments, such as artificial

intelligence, and discuss potential risks to the company, such

as climate risk, and geopolitical developments.

Process and meetings

The Board and the Committee meetings are scheduled on a

regular basis and the agendas are mostly based of a rolling

calendar. The meeting schedule is set two years in advance

and allows for sufficient flexibility to address both regular

and non-routine matters. Board papers are often submitted

well in advance of the meetings and are distributed and

filed by the board office under the management of the

Company Secretary. On the request of the Board, Board

(committee) meetings are attended by senior management

or others. Minutes of the meetings are made and kept by the

Company Secretary.

Composition of the Board

The Composition of the Board is discussed regularly

in Board meetings and in particular by the Nomination

and Governance Committee. During the 2023 Annual

General Meeting held on May 25, 2023, Ms. Dona Young

was reappointed as member of the Board for an extended

term of two years until the end of the AGM to be held

in 2025. At the same time, Mr. Ben Noteboom stepped down

as member of the Board. The Board would like to thank

Mr. Noteboom for all his years of dedication, contribution, and

commitment.

During the Extraordinary General Meeting of Shareholders

dated September 29, 2023, all the current Board members

were appointed to the Board of Directors of Aegon Ltd.

in line with the retirement schedule of the members of the

Supervisory Board of Aegon N.V. or with the term for which

the Chief Executive Officer was appointed as member of the

Executive Board of Aegon N.V.

On November 9, 2023, the Board announced to propose

to its 2024 Annual General Meeting the appointment of Mr.

Albert Benchimol as a Non-Executive member of the Board

of Directors.

On March 1, 2024, the Board announced it intends

to nominate Lard Friese for re-election as Executive

Director and CEO at the 2024 Annual General Meeting,

for a further four years.

An induction program for new Directors is in place.

The program is regularly updated to reflect changes

in the environment in which Aegon operates, including

regulatory changes. The program is tailored to the needs

of individual Board members.

An overview of the composition of the Board of Directors

in 2023 can be found on page 52 of this Integrated Annual

Report. The retirement schedule is available as part of the

Board Regulations on aegon.com.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

The table underneath depicts, among other things, the tenure, the attendance of the board members, and the number

of meetings held.

unit

2023

2022

Board members

Board of Directors

Executive Board members

Total members

(50%)

Average tenure

years

(6%)

Average age

years

Non-executive Board members

Total members

(11%)

Proportion of independent non-executive members

100%

n.a.

Average tenure

years

33%

Average age

years

Executive Committee

Total members

(8%)

Average tenure

years

17%

Average age

years

Board gender diversity

Board of Directors

Number of women in Board of Directors

n.a.

Proportion of women in Board of Directors

44%

n.a.

Executive Committee

Number of women in Executive Committee

(25%)

Proportion of women in Executive Committee

27%

33%

(6pp)

Board oversight

Board of Directors

Number of regular meetings

n.a.

Proportion of regular meetings fully attended

100%

n.a.

Supervisory Board

Number of regular Supervisory Board meetings

(29%)

Proportion regular Supervisory Board meetings fully

attended

100%

0pp

Audit Committee

Number of meetings

Proportion of meetings fully attended

100%

0pp

Risk Committee

Number of meetings

(17%)

Proportion of meetings fully attended

80%

100%

(20pp)

Compensation and Human Resource Committee

Number of meetings

Proportion of meetings fully attended

100%

0pp

Nomination and Governance Committee

Number of meetings

Proportion of meetings fully attended

100%

0pp

Number of additional meetings/calls

(18%)

Proportion of additional meetings/calls fully attended

71%

76%

(5pp)

Aegon changed its governance structure to a one-tier Board of Directors as a consequence of the redomiciliation to Bermuda. The Board of Directors consists of

independent Non Executive Board members, previously known as the Supervisory Board, and the Executive Board member - the CEO. The Board of Directors is

supported by the Executive Committee, which was previously named Management Board.

The Board of Directors includes both an Executive Board member (the CEO) and Non Executive Board members. In previous years, this responsibility was shared

between the Executive Board (the CEO and CFO) and Supervisory Board.

The Executive Committee was previously named Management Board.

As a result of the one-tier board structure and the establishment of the new Board of Directors on September 30, 2023, Supervisory Board meetings did not take

place after this date. To make comparisons possible with previous years, the Board of Directors meetings and Supervisory Board meetings for 2023 are reported

separately.

This committee was previously named the Remuneration Committee.

Throughout the year several sub-committee and ad-hoc meetings were scheduled to discuss - among other things - strategy-related topics.

Integrated Annual Report

2023 |

Report of the Board of Directors

The Committees

The Board has four committees, comprising solely

of Non-Executive Directors: the Audit Committee, the Risk

Committee, the Nomination and Governance Committee, and

the Compensation and Human Resource Committee.

The Audit Committee

Board members

2023

2022

Jack McGarry

Chairman

Caroline Ramsay

Chairman

Thomas Wellauer

Corien Wortmann-Kool

The Audit Committee has confirmed that all its members

qualified as independent according to Rule 10A-3 of the

SEC. The Chairman of the Audit Committee qualifies as a

financial expert according to the Sarbanes-Oxley Act in the

United States.

Role and responsibilities

Aegon has both an Audit Committee and a Risk Committee.

With regard to the oversight of the operation of the risk

management framework and risk control systems, including

supervising the enforcement of relevant legislation

and regulations, the Audit Committee operates in close

coordination with the Risk Committee. Certain Board

members participate in both committees and a combined

meeting of the Audit Committee and Risk Committee

is scheduled on an annual basis.

The main role and responsibilities of the Audit Committee are

to assist and advise the Board in fulfilling its oversight

responsibilities regarding:

•

The integrity and quality of the consolidated financial

statements for the Group;

•

The effectiveness of the design, operation, and

appropriateness of the enterprise risk management

framework and internal control systems of the Group,

including supervising the enforcement of the relevant

legislation and regulations, supervising the operation of the

code of conduct, and monitoring the internal control over

financial reporting;

•

The disclosure of financial and non-financial information by

the Group, including but not limited to the choice of

accounting policies, application, and assessment of the

effects of new rules, information about the handling of

estimated items in the annual accounts, forecasts, and

work of the External and Internal Auditors;

•

Compliance with recommendations and observations and

following up on comments of Internal and External Auditors,

including the review of compliance and complaints

(whistleblowing) procedures and reports;

•

The role and functioning of the internal audit function;

•

The policy of the Company on tax planning;

• Actuarial matters;

•

The funding, financing, capital structure and capital

reporting of the Group, the Group Capital Plan, the Group

Funding Plan, and treasury policies and procedures,

including significant financial exposures;

•

Applications of information and communication technology,

including risks relating to cybersecurity and information

security;

•

The integrity of the consolidated quarterly, half-yearly, and

full-year financial statements and financial reporting

processes;

•

Internal control systems and the effectiveness of the

internal audit process;

•

Relationship with the External Auditor, including in particular

its appointment, reappointment, or dismissal, qualifications,

independence, remuneration, and any services for the

Group; and

•

The performance of the external auditors and the

effectiveness of the external audit process, including

monitoring the independence and objectivity of the external

auditor.

Other 2023 topics

In 2023, the Audit Committee addressed, among other things,

the following topics:

•

Financial information, dividend proposals, and financial

publications;

•

IFRS 17 project updates including parallel runs and status

reports;

•

The reports from the independent auditor;

•

Quarterly update reports from Internal Audit, and the

Compliance and Legal functions, including annual plans;

•

The annual Speak Up overview;

•

The Systematic Integrity Risk Assessment;

•

The quarterly IFRS/Solvency control program updates;

• Cash flow testing results;

•

The transition process of the newly appointed auditor; and

•

Compliance with regulations, including CSRD

implementation.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

The Risk Committee

Board members

2023

2022

Caroline Ramsay

Chairman

Dona Young

Chairman

Karen Fawcett

Mark Ellman

Ben Noteboom

Role and responsibilities

The Risk Committee focuses on the effectiveness of the

design and operation and the appropriateness of the

enterprise risk management framework and internal control

systems of Aegon Ltd. This includes:

• Risk strategy;

• Risk tolerance;

• Risk governance structure;

• Risk competencies;

• Product development and pricing;

• Risk assessment;

•

Risk responses and internal control effectiveness;

• Risk monitoring; and

• Risk reporting.

Furthermore, the Risk Committee is responsible for reviewing,

and advising the Board with respect to, the Risk exposures

as they relate to capital, earnings, liquidity, operations, and

compliance with risk policies. The Audit Committee primarily

relies on the Risk Committee for the topics mentioned above.

The Risk Committee works closely with the Audit Committee.

One combined meeting was held in December 2023.

The combined meeting focused on the 2024 group risk

plan, model validation, information security, including the

risk view on high and medium risk applications, and the

outcome of the double materiality assessment in light

of sustainability reporting.

Other 2023 topics

In 2023, the Risk Committee addressed, among other things

the following topics:

•

The quarterly risk dashboard, reflecting the risk profile of

Aegon based on Financial Risk, Underwriting Risk, and

Operational Risk;

•

Business updates and the risks related to strategic and

operational improvement projects;

•

Assumption and model changes, and the actuarial

function report;

• Reinsurance;

• The Group Risk Plan;

• Interest rate developments;

• Outsourcing playbooks;

•

Information security strategy and metrics, and the

IT Risk profile;

•

The Aegon the Netherlands disentanglement process

and progress relates to the transaction with a.s.r.;

•

The redomiciliation to Bermuda and the governance

structure of Aegon Ltd.

• Crisis management;

•

Macroeconomic risks, exposures, and mitigating actions;

•

Business environment scan and the climate risk

assessment plan; and

• Risk strategy and limits.

The Nomination and Governance Committee

Board members

2023

2022

William Connelly

Chairman

Mark Ellman

Corien Wortmann-Kool

Dona Young

Role and responsibilities

The Nomination and Governance Committee focusses on the

size, composition, and profile of the Board and addresses the

functioning, succession, and proposed nomination of

Directors, and ensures that the corporate governance

structure is in line with the applicable rules and regulations

and advises on the responsible business strategy. This

includes:

•

Drawing up selection criteria and (re-)appointment

procedures for nominations of Directors;

•

Preparing selection criteria and appointment procedures

and proposal for the nomination of the Chief Executive

Officer;

•

Updating the Board Profile and periodically assessing the

size and composition of the Board, and making a proposal

for a composition profile of the Board;

•

Assessing the functioning of individual Directors and

drawing up a plan for the succession of Directors;

Integrated Annual Report

2023 |

Report of the Board of Directors

•

Advising on and proposing to the Board candidates to be

designated as Chairperson and Vice-Chairperson of the

Board;

•

Supervising the policy of the Board on the selection criteria

and appointment procedures for senior management;

•

Periodically discussing any relevant developments within

the senior management and advising on any potential

appointments of senior management;

•

Overseeing the corporate governance structure of the

Company and compliance with any applicable corporate

governance legislation and regulations;

•

Periodically assessing and advising on the responsible

business strategy, including sustainability / ESG strategy, as

part of the corporate strategy; and

•

Overseeing the process of the annual self-evaluation of the

Board and each of its committees.

Other 2023 topics

In 2023, the Nomination and Governance Committee

addressed the following additional topics:

•

A significant amount of time was allocated to the choices

and preparations for the new governance structure and set

up of the related documentation;

•

Discussed potential new candidates for the Board

composition;

•

Received and discussed several updates on Sustainability;

and

•

Received updates on corporate governance.

The Compensation and

Human Resource Committee

Board members

2023

2022

Dona Young

Chairman

Ben Noteboom

Chairman

William Connelly

Karen Fawcett

Jack McGarry

Thomas Wellauer

Role and responsibilities

The Compensation and Human Resource Committee CHRC;

formerly known as Remuneration Committee, is designated

to safeguard the existence of sound remuneration

policies and practices within the Group by overseeing the

development and execution of these policies and practices

in accordance with the applicable rules and regulations. The

Compensation and Human Resource Committee (CHRC)

assesses in particular the remuneration governance

processes, procedures and methodologies adopted,

to ensure that the remuneration policies and practices

adequately address all types of risks as well as liquidity and

capital levels. The Committee also ensures that the overall

remuneration policy is consistent with the longer-term

strategy of the Company and the longer-term interest of its

shareholders, investors, and other stakeholders, as well

as the public at large.

This includes, among other:

•

Reviewing Aegon's Global Remuneration Framework,

making recommendations on the remuneration policies and

advising the Board on the approval and adoption of the

Global Remuneration framework;

•

Overseeing the remuneration of Executive Directors;

•

Reviewing annually a proposal for the remuneration of the

Heads of Control Functions;

• Preparing recommendations regarding variable

compensation both at the beginning and at the end of the

performance year; and

•

Preparing the information provided to shareholders on

remuneration policies and practices, including the

Remuneration Report.

The CHRC oversaw the application, implementation, and

approval of Aegon's Group Global Remuneration Framework

and the various policies and procedures related to it. This

included:

•

Determining the outcome of the 2022 Group Performance

Indicators and of the 2022 Individual Performance

Indicators for Executive Board members, and allocating

variable compensation related to 2022 where required;

•

Setting the 2023 Individual Performance Indicators for

Executive Board members;

•

Setting the 2023 Group Performance Indicators and targets

for remuneration purposes;

•

Preparing for the 2024 performance indicators;

•

Reviewing and/or approving the ex-ante risk assessments

and ex-post risk assessments, any exemption requests (for

example, sign-on arrangements) under the remuneration

policies; and

•

Reviewing the related Remuneration Report.

In addition, a significant amount of time was spent on the

set-up of a new remuneration framework for approval

by the shareholders on the next Annual General Meeting

of Shareholders in 2024.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Annual Accounts

This Integrated Annual Report includes the Annual Accounts

for 2023, which were prepared by the management and

discussed by both the Audit Committee and the Board. The

Annual Accounts are adopted by the Board.

Acknowledgment

The Board of Directors emphasizes the strategic progress

that has been made in 2023 and supports the ongoing

transformation of the company. The Board acknowledges

the impact of the choices made on Aegon’s employees and

Aegon’s stakeholders. Aegon employees continued to gain

the trust of our customers by rendering high level services

and products. The Board would like to thank the CEO,

management, and all employees for the continued focus

on strategic and operational improvements.

The Hague, the Netherlands, April 3, 2024

William L. Connelly, Chairman of the Board of Directors

of Aegon Ltd.

Integrated Annual Report

2023 |

Report of the Board of Directors

Remuneration Report

The 2023 Remuneration Report from our Compensation and

Human Resource Committee on behalf of the Board

Introduction

This report has been prepared by the Compensation and

Human Resource Committee of the Board of Directors, which

was led by the Committee’s Chairperson Ms. Dona Young and

was approved by the Board of Directors (Board).

In the first chapter, the Compensation and Human Resource

Committee presents an overview of the business and

remuneration highlights in 2023 and a look ahead to 2024.

This is followed by chapter two, which contains a general

introduction to remuneration at Aegon. The third chapter

is the 2023 Non-Executive Director Remuneration Report,

which contains a summary of the Non-Executive Director

Remuneration Policy that was applicable in 2023 and their

remuneration in recent years. In Chapter four, the 2023

Executive Director Remuneration Report provides a summary

of the Executive Director Remuneration Policy that was

applicable in 2023, the Executive Director remuneration

over the recent years, and the 2023 Executive Director

performance indicators.

1. Business and remuneration highlights

This chapter presents an overview of the business and

remuneration highlights in 2023 and a look ahead to 2024.

2023 Business highlights

In 2023, Aegon continued to make steady progress with its

transformation. Commercial momentum was strong in our

US strategic assets, UK Workplace platform activities and

the International segment. In addition, we continued to make

progress in reducing our exposure to Financial Assets.

At the same time, our UK Retail and asset management

activities remained challenged by adverse macroeconomic

conditions. Free cash flows amounted to EUR 715 million

in 2023. This was above the guidance provided of around

EUR 600 million, in part due to special remittances received

from AIFMC, the Chinese asset management joint venture.

In 2023, earnings on in-force from the units (so before

holding and funding expenses) rose by 21% compared with

2022 to EUR 1,487 million, driven by business growth in US

Strategic Assets, and management actions we have taken

on US Financial Assets. The market consistent value of new

business increased to EUR 688 million compared with

EUR 526 million in 2022. This increase was mainly driven

by improved results for US Life, benefiting from higher sales

and successful repricing of indexed universal life. Retirement

plans in the US also contributed favorably, driven by higher

written sales and growing assets in the general account

stable value proposition.

Business performance highlights

2023

2022

Free cash flows (in EUR million)

715

780

Earnings on In-Force (in EUR million)

1,487

1,229

Market consistent value of new business (in EUR million)

688

526

Excludes Holding Company and Funding expenses.

In 2023, Aegon’s Board of Directors consisted of the following

Non-Executive members: Mr. William Connelly (Chairman),

Ms. Corien Wortmann-Kool (Vice Chairman), Ms. Dona Young,

Mr. Mark Ellman, Mr. Thomas Wellauer, Ms. Caroline Ramsay,

Mr. Jack McGarry and Ms. Karen Fawcett. Mr. Ben Noteboom

stepped down in May 2023. During the Annual General

Meeting of Shareholders on June 6, 2024, the Board will

propose to appoint Mr. Albert Benchimol to the Board for

a term of four years as of June 6, 2024. Mr. Lard Friese, Chief

Executive Officer, joined the Board as an Executive Director

on September 30, 2023.

2023 Remuneration highlights

At the Annual General Meeting of Shareholders on May 25,

2023, shareholders were asked to cast an advisory vote

on the 2022 Remuneration Report. The 2022 Remuneration

Report was approved with 97.0% of the votes cast, which was

comparable to 2021 (97.5%).

Following Aegon’s redomiciliation from the Netherlands

to Bermuda, the remuneration rules from Dutch law and

Solvency II no longer applied as of September 30, 2023.

Aegon's Global Remuneration Framework (GRF), the Non-

Executive Director Remuneration Policy, and Executive

Director Remuneration Policy were designed in accordance

with these rules. For the remainder of 2023, the GRF and

both policies remained in place, without amendments

or restatements.

For serving as an Executive Director as CEO in 2023,

Mr. Friese received EUR 1,637,213 in fixed compensation

(2022: EUR 1,559,250). This included a 5% increase per

January 2023. For that same period, Mr. Friese was allocated

EUR 3.9 million in total compensation (2022: EUR 3.6 million).

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

The 2023 CEO pay ratio was 25.4 (2022: 23.5, 2021: 28.0).

This ratio was based on the EU-IFRS remuneration expenses

for Mr. Friese and for Aegon’s employees in 2023, which have

been audited. The annual expenses for Mr. Friese’s total

compensation were EUR 3.5 million (2022: EUR 3.1 million).

The average expenses for the employees’ total compensation

were EUR 137 thousand (2022: EUR 134 thousand), which

were calculated by:

•

The total EU-IFRS remuneration expenses for all employees,

which are the total employee expenses minus the CEO

remuneration expenses: EUR 1,711 million – EUR 3.5 million

= EUR 1,707 million.

•

Divided by the number of employees in scope, which are the

total number of employees minus employees in joint

ventures and associates (as their expenses are not

included in note 14 given the partial consolidation for these

businesses) and minus the CEO: 12,453 = employees.

The Compensation and Human Resource Committee noted

that various factors have influenced the CEO pay ratio. Mr.

Friese’s 2023 remuneration expenses changed mainly due

to an increase in his fixed compensation and because the

deferred expenses for his variable compensation have been

building up more since his appointment in 2020. The average

employee expenses mainly increased due to the impact

of exchange rate movements, wage inflation, and the change

in population (Aegon Netherlands employees moving to a.s.r.).

As these factors can vary from year to year, the Committee

does not have a preferred ratio. Instead, all compensation

within Aegon (including for the Executive Director(s)) should

be in line with the relevant internal and external references

for the relative weight of the position, its responsibilities,

and characteristics as well as the employee’s qualifications,

experience, and performance.

Looking ahead to 2024

At the 2024 Annual General Meeting, the Board will ask

Aegon’s shareholders to adopt a Director’s Remuneration

Policy which covers the remuneration of Non-Executive

and Executive Directors. In accordance with Aegon’s bye-

laws, the Board must ask Aegon’s shareholders to adopt

a Director’s Remuneration Policy at least every four years.

Currently, Aegon has separate Remuneration Policies

in place for the Non-Executive and Executive Directors

(previously Supervisory Board and Executive Board members

respectively) which were adopted by Aegon’s shareholders

at the 2020 Annual General Meeting.

2. Remuneration at Aegon in general

This chapter contains a general introduction

to Aegon’s Global Remuneration Framework, Human

Resources Strategy, Remuneration Principles, the concepts

of total compensation and variable compensation, Risk

Management in relation to remuneration, and remuneration

of Material Risk Takers.

Global Remuneration Framework

Aegon's Global Remuneration Framework (GRF) was

designed in accordance with relevant rules and regulations.

. These included the remuneration rules from Dutch law and

Solvency II, which no longer applied as of September 30,

2023, following Aegon’s redomiciliation from the Netherlands

to Bermuda. All remuneration policies within Aegon are

derived from the GRF, such as the Executive Director

Remuneration Policy and the local Remuneration Policies

of our business units.

Human Resources Strategy

In order to support the Aegon Strategy and local business

objectives, the Aegon Group Human Resources Strategy

contains the following remuneration-related goals:

•

Attract, retain, motivate, and reward a highly qualified, and

diverse workforce.

•

Align the interests of executives, managers, and all other

employees with the business strategy and risk tolerance,

the values, and the long-term interests of Aegon.

•

Provide a well-balanced and performance-related

compensation package to all employees, taking into

account shareholder and other stakeholder interests,

relevant regulations, the corporate responsibilities, and

Aegon’s purpose, values, and behaviors.

Remuneration Principles

Based on the Human Resources Strategy, Aegon has

formulated the following Remuneration Principles, which are

the foundation for all remuneration policies and practices

within the Group.

•

First, Aegon’s remuneration is employee-oriented by

fostering a sense of value and appreciation in each

individual employee, promoting the short- and long-term

interests and wellbeing of Aegon’s employees through fair

compensation and supporting the career development and

mobility of employees.

•

Second, it is performance-related by establishing a clear

link between pay and performance by aligning objectives

and target setting with performance evaluation and

remuneration, reflecting individual as well as collective

performance in line with Aegon's long-term interests.

•

Third, it is fairness-driven by promoting fairness and

consistency in Aegon’s remuneration policies and practices,

avoiding discrimination, having gender-neutral policies and

practices paying equal for equal work, and by providing total

compensation packages in line with an appropriately

established peer group at a country and/or functional level.

•

And last, Aegon’s remuneration is risk-prudent (see also

Risk Management in relation to Remuneration below).

Integrated Annual Report

2023 |

Remuneration Report

Risk Management in relation to Remuneration

Remuneration, and specifically variable compensation,

may have an impact on risk-taking behaviors of employees

and, as such, may undermine effective risk management.

The GRF therefore includes additional remuneration

rules for the Executive Director, Material Risk Takers, and

Staff in Key Functions, as their roles and responsibilities

require tailored risk mitigating measures and governance

processes. These rules include minimum requirements

on deferred pay-out of variable compensation in non-

cash instruments, mandatory ex-ante and ex-post risk

assessments related to setting individual goals, allocation

of variable compensation and pay-out of deferred variable

compensation, and malus and claw-back provisions.

Both the Risk Management and Compliance functions are

involved in the design and execution of Aegon’s GRF and

remuneration policies, such as reviewing proposed updates

to the GRF and remuneration policies, reviewing the selection

of Material Risk Takers, and executing various risk mitigating

measures during the compensation cycle (when the targets

are set, before a variable compensation award is allocated,

and before and after deferred variable compensation is paid).

Variable compensation

Variable compensation, if any, is capped as a percentage

of fixed compensation. These caps were set in accordance

with the Dutch Financial Supervision Act and remained

in place for the remainder of 2023, when the Dutch

Act no longer applied following Aegon’s redomiciliation

to Bermuda. For instance, Aegon offered selected

Corporate Center employees variable compensation

up to 100% of fixed compensation in 2023. And Aegon

had obtained shareholder approval at the Annual General

Meeting of Shareholders of May 20, 2016, to offer variable

compensation up to 200% of fixed compensation to selected

senior employees outside the European Economic Area. For

senior management, variable compensation is usually paid

out in upfront cash and deferred Aegon shares and is subject

to malus and claw-back provisions. Aegon's capital was not

adversely impacted by the maximum variable compensation

that was paid out.

3. 2023 Non-Executive Director Remuneration

Report

The 2023 Non-Executive Director Remuneration Report

has been prepared by the Compensation and Human

Resource Committee of the Board of Directors in accordance

with relevant rules and regulations. The Compensation

and Human Resource Committee was led by the

Committee’s Chairperson Dona Young. This report was

approved by the Board.

This report contains a summary of the Non-Executive

Director Remuneration Policy which applied to 2023

and the Non-Executive Directors remuneration over the

recent years. As of September 30, 2023, and aligning

with the change of the legal seat of Aegon to Bermuda,

the Supervisory Board Remuneration Policy (adopted

by Aegon’s shareholders in 2020) was approved to be read

as to apply to the Non-Executive Directors and is referred

to as the Executive Director Remuneration Policy, without

amending or restating the policy. Disclosures of individuals

in the Non-Executive Director tables and text below will

include those who were previously reported as Supervisory

Board members.

Non-Executive Director Remuneration Policy in 2023

Aegon's Non-Executive Director Remuneration Policy aims

to ensure fair compensation and protect the independence

of Non-Executive Directors. The Non-Executive Director

Remuneration Policy that applied in 2023 was adopted at the

Annual General Meeting of Shareholders on May 15, 2020.

Since the adoption, this policy has been subject to annual

reviews by the Board and no changes have been adopted

during this period. The policy remains in place until a new

or revised policy has been adopted by the shareholders

in accordance with the applicable rules and regulatory

requirements from the Insurance Code of Conduct of the

Bermuda Monetary Authority. The Board of Directors will

submit a proposal to the shareholders to adopt a policy at an

Annual Meeting of Shareholders at least every four years.

The policy contributes to Aegon’s strategy, long-term

interests, and sustainability through the remuneration of the

Non-Executive Directors in various ways:

•

The policy provides the Board with the means to attract,

motivate, and retain competent, diverse, and experienced

Non-Executive Directors for the long term. This is essential

for executing Aegon’s strategy and safeguarding and

promoting its long-term interests and sustainability.

•

Non-Executive Directors receive a fixed remuneration for

their responsibilities which does not depend on the Aegon

results in order to protect their independence when

supervising the manner in which the Executive Director

implements the long-term value creation strategy. These

responsibilities are part of being member of the Board and

its Committees and the position of (Vice) Chairperson of

the Board and/or its Committees. The certainty of the fixed

compensation also allows Non-Executive Directors to focus

on the long-term interest and sustainability of Aegon in their

supervisory role.

•

The Non-Executive Directors receive fixed remuneration for

their activities, such as attending Committee meetings and

additional Board meetings, in order to regularly discuss the

Aegon strategy, the implementation of the strategy and the

principal risks associated with it, while taking into account

the broader long-term interests and sustainability of Aegon.

•

Non-Executive Directors are only allowed to privately own

Aegon Ltd. shares if this is a long-term investment, aligning

their interests with Aegon’s long-term interests.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

•

Aegon’s purpose and values at the time, were taken into

account by the Board when the last changes to the policy

were proposed in 2020.

•

The policy continues to align with our company purpose

(helping people live their best lives) and related values

(we tune in, we step up, and we are a force for good) which

were established in 2022. Furthermore, the Board will take

the purpose and values into account when a revised policy

is developed in 2024.

The Board has not taken the compensation structures and

levels at Aegon into account as the fee-based compensation

structure for Non-Executive Directors differs significantly

from the Aegon compensation structures and levels.

The Non-Executive Directors are entitled to the following fees

(see also the table below):

•

A base fee for membership of the Board. No separate

attendance fees are paid to members for attending the

regular Board meetings.

•

An attendance fee for each extra Board meeting attended,

be it in person or by video and/or telephone conference.

•

A committee fee for members on each of the Board’s

Committees.

•

An attendance fee for each Committee meeting attended,

be it in person or through video and/or telephone

conference.

•

An additional fee for attending meetings that require

intercontinental, continental, or US interstate travel

between the Non-Executive Director’s home location, and

the meeting location.

Base fee for Board membership Non-Executive Directors

EUR / year

Chairman

84,000

Vice-Chairman

52,500

Member

42,000

Fee for Board committee membership Non-Executive Directors

EUR / year

Chairman of the Audit or Risk Committee

13,650

Member of the Audit or Risk Committee

8,400

Chairman of other committees

10,500

Member of other committees

5,250

Attendance fees Non-executive Directors

EUR

Committee meeting

3,150

Extra Board meeting

3,150

Travel fees

EUR

Intercontinental

4,200

Continental or US interstate

2,100

Each of these fees is a fixed amount. Each quarter Aegon

pays the fees that the Non-Executive Directors earned

during that period. Where required, Aegon pays the employer

social security contributions in the home country of the

Non-Executive Director. The employee social security

contributions in the home country, if any, are paid by the Non-

Executive Director.

The Non-Executive Directors do not receive any performance

or equity-related compensation, and do not accrue pension

rights with Aegon.

The Board regularly assesses the competitiveness of the

Board’s remuneration structure and levels against peer

companies with data provided by Willis Towers Watson. For

this purpose, the Board selected a primary set of peer group

companies according to the following criteria:

•

Industry: Insurance, with a preference for life insurance.

•

Size: Average market capitalization, employees, revenue,

and total assets.

•

Geographic scope: Preferably companies that operate

globally.

•

Location: Headquarters based in Europe, excluding the

United Kingdom (because the Non-Executive Directors

typically have different responsibilities compared to their

continental European counterparts).

Integrated Annual Report

2023 |

Remuneration Report

Based on these criteria, the current peer group consists

of the following 16 European insurance companies: Ageas,

Assicurazioni Generali, CNP Assurances, Hannover Rueck,

Helvetia, MAPFRE, Münchener RE, NN Group, Poste Italiane,

Sampo, SCOR, Swiss Life, Swiss Re, Talanx, Vienna Insurance

Group, and Zurich Insurance Group. This peer group differs

from the European peer group for the Executive Director

as a result of excluding the UK companies. The peer group

is reviewed each year and may be updated accordingly. The

last update of this peer group was in 2022, when the peer

group size was increased from 12 to 16 (creating a more

balanced selection), Hannover Rueck, Helvetia, Poste Italiane,

Sampo, SCOR, and Vienna Insurance Group were added, and

Allianz and AXA were removed.

In addition, the Board selects a secondary peer group

according to the following criteria, in order to monitor

alignment with the General Industry in the Netherlands:

•

Industry: General industry and listed on the Amsterdam

Euronext exchange.

•

Size: Average market capitalization, employees, revenue,

and total assets.

•

Location: Headquarters based in the Netherlands at the

time the peer group is established

Based on these criteria, the current secondary peer group

consists of the following 12 companies that have a listing

on Euronext Amsterdam: Akzo Nobel, Ahold Delhaize, ASML,

DSM, ING Group, Heineken, KPN, NN Group, Philips, Randstad,

Signify, and Wolters Kluwer. This peer group is also reviewed

each year and was last updated in 2022 (replacing ABN

AMRO by Signify). This peer group is identical to the Dutch

peer group for the Executive Director.

The Compensation and Human Resource Committee

may recommend changes to the fee levels or structure

of the Non-Executive Directors, based on the results of a

competitiveness review and economic developments. Such

recommendations would be discussed by the Board, which

can support, revise, or reject them. The Board is allowed

to annually index the fees for economic developments in the

Netherlands. For any other change to the level or structure

of the fees, the shareholders will be asked to adopt

the proposed changes at the Annual General Meeting

of Shareholders.

The policy contains a temporary derogation clause, with rules

which are in accordance with the Dutch Civil Code which

applied when the remuneration policy was last amended.

This means derogation is only allowed in exceptional

circumstances to serve the long-term interest and

sustainability of Aegon or to assure its viability, for a limited

period of time, when it stays in line with the general spirit

of the policy and when the details are disclosed in the next

Remuneration Report. This clause was not used in 2023.

Information on Non-Executive Directors and the composition

of its four committees can be found in the report of the Board

in this Integrated Annual Report 2023.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Non-Executive Director remuneration in recent years

The table below shows the fees and benefits that have been

allocated to and paid for each Non-Executive Director and

former Supervisory Board members in the calendar years

2021, 2022, and 2023, in accordance with the Non-Executive

Director Remuneration Policy that applied at the time. There

were no deviations from this policy in these years. The table

also includes the total IFRS expenses that were recognized

for the compensation of the Non-Executive Directors in 2021,

2022, and 2023.

In EUR thousand

Year

Base fees

Attendance

fees

Benefits

Total

compensation

William L. Connelly

2023

100

235

2022

100

217

2021

162

Mark A. Ellman

2023

135

2022

132

2021

102

Ben J. Noteboom (up to May 25, 2023)

2023

2022

138

2021

107

Corien M. Wortmann - Kool

2023

145

2022

151

2021

112

Dona D. Young

2023

164

2022

152

2021

119

Caroline Ramsay

2023

157

2022

183

2021

121

Thomas Wellauer

2023

142

2022

136

2021

111

Jack McGarry

2023

150

2022

154

2021

Karen Fawcett (as of May 31, 2022)

2023

148

2022

Total compensation

2023

544

567

215

1,326

2022

551

605

184

1,340

2021

476

351

896

Recognized IFRS expenses

2023

544

567

215

1,326

2022

551

605

184

1,340

2021

482

357

911

Ben Noteboom retired from the Board as per the AGM of May 25, 2023 and received a pro rated fee. Jack McGarry became Chair of the Audit Committee and

Caroline Ramsay became Chair of the Risk Committee as per the AGM of May 25, 2023. Dona Young joined the Compensation & Human Resource Committee as

per May 9, 2023, and became Chair of said Committee as per the AGM of May 25, 2023.

In 2023, all NEDs have attended the regular Board (Committee) meetings, with the exception of Ben Noteboom, who was absent at the February Risk Committee

meeting. There have been several additional (ad-hoc) Board (Committee) calls in 2023, some have been combined and paid as one meeting. Bill Connelly

received additional attendance fees and (where applicable) travel fees for his attendance at additional meetings like the combined Audit/Risk Committee

meeting of December 7, 2023, and the EGMs of January 17, September 29 and September 30.

Benefits cover the travel fees for all Non-Executive Directors and the mandatory employer social security contributions in the home countries of Ms. Ramsay (UK)

and Mr. Wellauer (Switzerland).

Integrated Annual Report

2023 |

Remuneration Report

The table below presents the total compensation (fees and

benefits) that was awarded and due in the last five calendar

years on an annualized basis and the year-on-year annual

change in total compensation. This compensation was paid

in accordance with the Board remuneration policy that

applied at the time and there were no deviations. In addition,

the table shows the Aegon net result, a proxy of the financial

and non-financial business performance, the inflation in the

Netherlands, and the average employee compensation over

the same period.

In EUR thousand

Annualized

2019

2020

2021

2022

2023

William L. Connelly

Compensation

169

144

162

217

235

Change

42%

(15%)

13%

34%

Mark A. Ellman

Compensation

115

102

132

135

Change

12%

(15%)

30%

Ben J. Noteboom (up to May 25, 2023)

Compensation

103

107

138

121

Change

20%

(6%)

10%

29%

(12%)

Corien M. Wortmann - Kool

Compensation

123

111

112

151

145

Change

19%

(10%)

35%

(4%)

Dona D. Young

Compensation

158

127

119

152

164

Change

31%

(20%)

(6%)

28%

Caroline Ramsay (as of May 15, 2020)

Compensation

108

121

183

157

Change

12%

51%

(14%)

Thomas Wellauer (as of May 15, 2020)

Compensation

111

136

142

Change

18%

22%

Jack McGarry (as of June 3, 2021)

Compensation

105

154

150

Change

46%

(3%)

Karen Fawcett (as of May 31, 2022)

Compensation

131

148

Change

13%

Ben van der Veer (up to May 15, 2020)

Compensation

118

131

Change

17%

11%

Robert W. Dineen (up to Oct 11, 2019)

Compensation

101

Change

Aegon net result based on EU-IFRS

In EUR million

1,525

1,701

(2,504)

(199)

Aegon business performance

Target = 100%

79%

57%

123%

113%

130%

Inflation in the Netherlands

Consumer Price Index

2.6%

1.3%

2.7%

10.0%

3.8%

Average employee compensation

In EUR thousand

115

110

105

134

137

Annual change

11%

(4%)

(5%)

28%

Remuneration amounts are annualized for Non-Executive Directors who joined or left during a calendar year.

Up to 2022, Aegon net income is reported under IFRS 4, as of 2023 this is under IFRS 17.

The weighted average Aegon financial and non-financial business performance, expressed as a percentage on a performance scale with 50% as threshold,

100% as target and 150% as maximum, as used for the allocation of variable compensation in the applicable year.

Consistent with the CEO pay ratio calculation, the average employee compensation is based on the audited total EU-IFRS remuneration expenses for all

employees divided by the number of employees in scope for these expenses.

4. 2023 Executive Director Remuneration Report

The 2023 Executive Director Remuneration Report

has been prepared by the Compensation and Human

Resource Committee of the Board. The Compensation

and Human Resource Committee was led by the

Committee’s Chairperson Dona Young. This report was

approved by the Board of Directors.

This report contains a summary of the Executive Director

Remuneration Policy that applied to 2023, the Executive

Directors remuneration over the recent years, and the 2023

Executive Director performance indicators. As of September

30, 2023, and aligning with the change of the legal seat

of Aegon to Bermuda, the Executive Board Remuneration

Policy (adopted by Aegon’s shareholders in 2020) was

approved to be read as to apply to the Executive Directors

and is referred to as the Executive Director Remuneration

Policy, without amending or restating the policy. Disclosures

of individuals in the Executive Director tables and text below

will include those who were previously reported as Executive

Board members.

Mr. Lard Friese served as Chief Executive Officer throughout

2023, as part of the Executive Board until September 30,

2023, and as Executive Director from October 1, 2023.

Mr. Matthew Rider was an Executive Board member until

September 30, 2023 and became a member of the Executive

Committee as of September 30, 2023. For transparency

in this transition year, his 2023 allocated compensation

amounts have been disclosed for the complete

2023 plan year.

Integrated Annual Report

2023

Financial information

Sustainability information

Governance and risk management

About Aegon

Executive Director Remuneration Policy in 2023

The Board has the overall responsibility for Aegon’s

Remuneration Policies, including the Executive Director

Remuneration Policy. The Executive Director Remuneration

Policy that has been applied in 2023 was adopted at the

Annual General Meeting of Shareholders on May 15, 2020.

Since the adoption, this policy has been subject to annual

reviews by the Board of Directors and no changes have been

adopted during this period. As of September 30, 2023, the

remuneration rules of Dutch Financial Supervision Act and

Solvency II no longer apply to this policy, following Aegon’s

redomiciliation from the Netherlands to Bermuda. However,

the current policy remains in place until a new or revised

policy has been adopted by the shareholders in accordance

with Aegon's bye-laws. The Board will submit a proposal to

the shareholders to adopt a policy at an Annual Meeting of

Shareholders at least every four years.

•

Aegon is an integrated, diversified, international financial

services group of companies based in Bermuda. We offer

investment, protection, and retirement solutions. The policy

provides the Board with the means to attract, motivate, and

retain Executive Directors who are competent and

experienced to run Aegon in this specific context. As the

Executive Director is based in the Netherlands, the Policy

considers the European insurance peers as well as Dutch

general industry peers to be the relevant external reference

for Executive Remuneration. The Policy is also influenced by

the European and Dutch rules and regulations on

(Executive) remuneration.

•

Aegon’s purpose and values at the time, were taken into

account by the Board when the last changes to the policy

were proposed in 2020.

•

The policy continued to align with our company purpose

(helping people live their best lives) and related behaviors

(we tune in, we step up, and we are a force for good) which

was introduced in 2022. Furthermore, the Board will take

the new purpose and values into account when a new or

revised policy is developed.

The Compensation and Human Resource Committee may

recommend policy changes to the Board. In that case, the

Compensation and Human Resource Committee will conduct

scenario analyses to determine the long-term effects on the

level and structure of compensation granted to the Executive

Director and reports its findings to the Board. The Board

can subsequently decide on referring the proposed policy

changes to the Annual General Meeting of Shareholders

for adoption.

The policy contains a temporary derogation clause, with rules

which are in accordance with the Dutch Civil Code which

applied when the remuneration policy was last amended.

This means derogation is only allowed in exceptional

circumstances to serve the long-term interest and

sustainability of Aegon or to assure its viability, for a limited

period of time, when it stays in line with the general spirit

of the policy and when the details are disclosed in the next

Remuneration Report. This clause was not used in 2023.

Total compensation

Total compensation for the Executive Director is defined in

the Executive Director Remuneration Policy as a combination

of fixed compensation, variable compensation, pension, and

other benefits. The Board determines and regularly reviews

the appropriate selection of remuneration elements and their

(maximum) remuneration level for the Executive Director to

ensure the structure remains competitive and provides

proper and risk-based incentives in line with Aegon’s risk

appetite. The fixed and variable compensation elements and

their levels are reviewed at least once a year. The pension

arrangements and other benefits and their levels are

reviewed at least every four years. In its review, the Board

takes the specific role, responsibilities, experience, and

expertise of the Executive Director into account as well as

internal and external reference information:

•

The internal references are the compensation structure and

levels of the members of the Executive Committee of

Aegon Ltd. And the annual compensation changes of the

general employee population and senior managers within

Europe and the Netherlands specifically.

•

The external references are compensation trends in the

market, economic developments (for example, inflation) as

well as quantitative assessments of the competitiveness

against a peer group of insurance companies in Europe and

a peer group of companies based in the Netherlands.

•

In addition, the Compensation and Human Resource

Committee conducts a scenario analysis in case of a policy

change to determine the long-term effect on the Executive

Director’s remuneration structure, and reports their findings

to the Board.

The European Insurance peer group was selected by the

following criteria:

•

Industry: Insurance, with a preference for life insurance.

•

Size: Average market capitalization, employees, revenue,

and total assets.

•

Geographic scope: Preferably companies which operate

globally.

•

Location: Headquarters based in Europe.

Based on these criteria, the current peer group consists

of the following 16 European insurance companies: Ageas,

Assicurazioni Generali, Aviva, CNP Assurances, Helvetia,

Legal & General, MAPFRE, Münchener Re, NN Group, Poste

Italiane, SCOR, Swiss Life, Swiss Re, Talanx, Vienna Insurance

Group, and Zurich Insurance Group. The last update of this

peer group was in 2022, when Helvetia, Poste Italiane, SCOR

and Vienna Insurance Group were added, and Allianz, AXA,

Prudential, and RSA Insurance Group were removed. This peer

group differs from the European peer group for the Non-

Executive Directors, as the latter excludes UK companies

where Non-Executive Directors typically have different

Integrated Annual Report

2023 |

Remuneration Report

responsibilities compared to their continental European

counterparts.

The Dutch peer group was selected by the following criteria:

•

Industry: General industry and listed on the Amsterdam

Euronext exchange.

•

Size: Average market capitalization, employees, revenue

and total assets.

•

Location: Headquartered in the Netherlands at the time the

peer group is established.

Based on these criteria, this peer group consists of the

following 12 companies: Akzo Nobel, Ahold Delhaize, ASML,

DSM, ING Group, Heineken, KPN, NN Group, Philips, Randstad,

Signify, and Wolters Kluwer. This peer group is also reviewed

each year and was last updated in 2022 (replacing ABN

AMRO by Signify).

The Board will review both peer groups annually and will

amend them as necessary, within the above-mentioned

selection criteria, to ensure they continue to provide a reliable

basis for comparison. Any change to the peer group will

be disclosed in the Remuneration Report.

The Compensation and Human Resource Committee may

recommend changes to the compensation levels of the

Executive Director in accordance with the Remuneration

Policy, based on the results of this annual total compensation

review and on discussions with the Executive Director

regarding his remuneration level and structure. Such

recommendations would subsequently be discussed by the

Board, which can approve, revise, or reject them.

The Board discussed and approved the 2023 total

compensation for the Executive Director, after taking the

Compensation and Human Resource Committee’s review into

consideration.

Fixed compensation

The fixed compensation for the Executive Director

is paid in monthly instalments. The policy allows the fixed

compensation to be paid in cash and in shares. The Executive

Director received his 2023 fixed compensation in cash.

The Board may offer permanent or temporary gross

monthly fixed allowances when the Board considers this

an appropriate alternative for other remuneration elements.

Variable compensation

The Executive Director is eligible for variable compensation

with a target level of 80% of the fixed compensation level

(excluding allowances, if applicable), with a threshold level

of 50% and a maximum opportunity of 100% of the fixed

compensation level.

The variable compensation award is based on performance

against a set of performance indicators, weights, and target

levels that have been set by the Board at the start of the

performance year. The performance indicators contribute to

Aegon’s strategy, long-term interests, and sustainability, within

Aegon’s risk tolerance statements and should comply with

the following rules:

•

It contains a mix of financial and non-financial performance

indicators, with at least 50% weight allocated to the

non-financial performance indicators.

•

The maximum weight for unadjusted financial indicators is

determined by the Global Remuneration Framework and is

currently set at 50%.

•

It contains a mix of Aegon and personal performance

indicators, which can range in weight between 50-80% and

20-50% respectively, depending on the Aegon priorities of

the performance year.

•

At least 20% of the indicators has a retrospective three-

year performance horizon, while the remainder has a

one-year performance horizon.

•

The indicators should cover the following mandatory

performance indicator categories: shareholders, capital,

earnings, growth, stakeholders, ESG, and strategy.

The Compensation and Human Resource Committee and the

Executive Director prepare a proposal for the performance

indicators, weights, and target levels. These are subsequently

reviewed by Aegon’s Risk Management team (that is, the first

ex-ante risk assessment) before the Board approves these, to

ensure that:

•

The performance indicators and weights are in line with the

policy.

•

The financial performance indicators are consistent with

the risk tolerance statements.

•

The non-financial performance indicators are consistent

with risk tolerance statements, regulatory requirements,

reasonable stakeholder expectations, and are supporting

sound and responsible business practices and integrity of

the products and services delivered.

The Compensation and Human Resource Committee sends

the proposal and the first ex-ante risk assessment to the

Board of Directors, which can approve, revise, or reject the

proposal. After approval, the Executive Director is granted

his conditional variable compensation awards for the plan

year. This conditional award equals his at target variable

compensation level, split between 33.33% upfront cash

and 66.67% deferred Aegon shares. The grant price for

the shares is equal to the volume weighted average price

on the Euronext Amsterdam stock exchange for the period

December 15 to January 15 at the start of the plan year.

After the completion of the performance period, the

Compensation and Human Resource Committee prepares a

recommendation for the allocation of a variable

compensation award to the Executive Director. This

Integrated Annual Report

2023

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About Aegon

recommendation is based on the actual performance results

compared to target levels and takes a second ex-ante risk

assessment by the Risk Management team into account. This

risk assessment looks into whether there are reasons for a

downward adjustment of the intended variable compensation

award (malus) which were not take into account yet, such as:

•

Significant risk or compliance incident(s);

•

Insufficient response to risk incident(s), compliance

incident(s), regulatory fine(s) and/or insufficient execution

of risk mitigating measures in response to these incidents;

•

Breaches of laws and regulations;

•

Insufficient evidence of embedding good standards of

practice;

•

Significant deficiencies or material weaknesses relating to

the Sarbanes-Oxley Act; and

•

Reputation damage due to risk events.

In this assessment potential risk-mitigating behaviors are

also taken into account, such as remaining within risk limits,

risk reduction, risk avoidance, risk transfer, and risk response

by the Executive Director.

The Compensation and Human Resource Committee

sends its recommendation and the second ex-ante risk

assessment to the Board, which can approve, revise,

or reject the recommendation. This Board decision includes

validating that, when taken together, the results of the

performance indicators represent a fair reflection of the

overall performance of the Executive Director over the

performance year.

The allocated variable compensation award is subsequently

split between 33.33% upfront cash (that is, paid in the year

following the performance year) and 66.67% deferred shares.

These shares are deferred for a three-year period after

allocation after which they cliff-vest. Before vesting, the Risk

Management team executes an ex-post risk assessment

which examines whether there are reasons for a downward

adjustment of the originally allocated variable compensation

award (malus) that were not taken into account yet. This risk

assessment takes the same criteria into consideration as the

second ex-ante risk assessment. Based on this assessment,

the Compensation and Human Resource Committee

subsequently prepares a recommendation on how to pay

out the deferred portion (that is, unchanged or adjusted

downward). The Compensation and Human Resource

Committee sends its recommendation and the ex-post risk

assessment to the Board. The Board can approve, revise,

or reject the recommendation.

Claw-back provision

In November 2023, the Board adopted a compensation

recovery policy as required by Rule 10D-1 under the

Securities Exchange Act of 1934, as amended, and the

corresponding listing standards of the New York Stock

Exchange, which provides for the mandatory recovery from

current and former executive officers of incentive-based

compensation that was erroneously awarded during the three

fiscal years preceding the date that the company is required

to prepare an accounting restatement, including to correct

an error that would result in a material misstatement if the

error were corrected in the current period or left uncorrected

in the current period. The amount required to be recovered

is the excess of the amount of incentive-based compensation

received over the amount that otherwise would have been

received had it been determined based on the restated

financial measure.

Aegon’s Board can also claw-back variable compensation

that has already been paid to the Executive Director in case

of a financial restatement or individual gross misconduct.

Examples of misconduct include, but are not limited

to, a significant breach of laws and/or regulations, use

of violence, either verbally or physically, involvement with

fraud, corruption or bribery, significant issues due to evident

dereliction of duty, and/or discrimination of any kind (for

example age or gender).

Pension arrangements

The Executive Director is entitled to pension contributions

that equal 40% of their fixed compensation level, which

consists of the following three parts:

•

Participation in Aegon’s defined contribution pension plan

for employees based in the Netherlands, for their eligible

earnings up to EUR 128,810 (2023 threshold set by Dutch

law).

•

Participation in Aegon’s defined contribution pension plan

for employees based in the Netherlands, for their fixed

income above EUR 128,810.

•

An additional gross allowance for pension to make the sum

of these three pension contributions equal to 40% of their

fixed compensation level.

The Executive Director receives pension contributions that

are somewhat higher compared to employees based in the

Netherlands and of similar age (approximately 10-15%

difference). This is done to achieve a competitive total

compensation level.

Other benefits

Other benefits include non-monetary benefits (for example,

company car), social security contributions by the employer,

and tax expenses borne by Aegon.

Aegon does not grant the Executive Director personal loans,

guarantees or other such arrangements, unless in the normal

course of business and on terms applicable to all employees,

and only with the approval of the Board.

Terms of Engagement

The Executive Directors is appointed for four years and

may then be reappointed for successive mandates also for

Integrated Annual Report

2023 |

Remuneration Report

a period of four years. The Executive Director has a board

agreement with Aegon Ltd., rather than an employment

contract. The Executive Director may terminate his board

agreement with a notice period of three months. The Board

may terminate the board agreement by giving six months'

notice if it wishes to terminate the agreement.

The Board may entitle the Executive Director to a

termination payment up to or equal to the total annual fixed

compensation level. This payment is not allowed in case

of early termination at the initiative of the Executive Director

(unless due to imputable acts or omissions of Aegon),

imputable acts, or omissions by the Executive or failure

of Aegon as a company during the appointment term of the

Executive Director. Mr. Friese has a termination clause

included in his board agreement.

Executive Director remuneration in recent years

This section provides more details related to the

remuneration that has been allocated and paid to the

Executive Director and former Executive Board members.

It covers the allocated remuneration (2021-2023), the

calculation of the 2023 variable compensation, the pay-

out schedule of variable compensation (2021-2027), the

recognized IFRS expenses for remuneration (2021-2023),

the remuneration that was awarded and due in 2022 and

2023, and the annualized total compensation overview

(2019-2023).

Allocated remuneration (2021-2023)

The first table shows the remuneration that has been

allocated to the Executive Director and former Executive

Board members, for the performance years 2021, 2022,

and 2023, in accordance with the Executive Director

Remuneration Policy that applied at the time. There were

no deviations from the policy in these years.

Allocated compensation (in EUR thousand)

Fixed

compensation

Variable

compensation

Pension

Other Benefits

Total

compensation

Lard Friese

2023

1,637

1,529

656

3,909

2022

1,559

1,368

621

3,625

2021

1,485

1,359

594

3,515

Matt Rider

2023

1,037

969

427

107

2,540

2022

988

837

395

2,286

2021

968

884

387

2,306

All Executive Directors

2023

409

382

164

977

All Executive Board

2023

2,006

1,874

812

144

4,836

2022

2,547

2,205

1,016

143

5,912

2021

2,453

2,243

981

144

5,821

Mr. Friese’s fixed compensation increased with 5% as of January 1, 2023.

For transparency in transition year, Mr. Rider’s total compensation reflects the full year in 2023.

Mr. Rider’s fixed compensation increased with 5% as of April 1, 2023.

The disclosed amounts for 2023 are received in the period that Mr. Friese has been an Executive Director, from October 1, 2023.

The disclosed amounts for 2023 are received in the period that Mr. Friese and Mr. Rider had been members of the Executive Board, up to September 30, 2023.

Integrated Annual Report

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About Aegon

Calculation of 2023 variable compensation

Subject to the adoption of the annual accounts

by Board on April 3, 2024, Mr. Friese has been awarded

EUR 1,529 thousand in conditional variable compensation

for the 2023 performance year (93% of fixed compensation)

and Mr. Rider EUR 969 thousand (93%). The following table

shows how this award compares to the minimum, target and

maximum variable compensation opportunity levels and how

the award will be paid out.

2023 variable compensation

Minimum

Target

Maximum

Result

Pay-out

Lard Friese

In % of fixed compensation

50%

80%

100%

93%

In total (EUR thousand)

819

1,310

1,637

1,529

Split in 33.33% cash and 66.67% shares

In cash (EUR thousand)

273

437

546

510

Paid upfront in 2024

In shares

112,924

180,679

225,849

210,943

Deferred for 3 years (2027)

Matt Rider

In % of fixed compensation

50%

80%

100%

93%

In total (EUR thousand)

519

830

1,037

969

Split in 33.33% cash and 66.67% shares

In cash (EUR thousand)

173

277

346

323

Paid upfront in 2024

In shares

71,553

114,485

143,106

133,661

Deferred for 3 years (2027)

The 2023 grant price of the shares was EUR 4.833, which is equal to the volume weighted average price on the Euronext Amsterdam stock exchange for the

period December 15, 2022 to January 13, 2023. After vesting in 2027, these shares are subject to an additional 2-year holding period.

For transparency in this transition year, this discloses Mr. Rider’s full year of variable compensation, as Mr Rider was part of the Executive Board until

September 30, 2023.

The 2023 variable compensation awards for Mr. Friese

(as the Executive Director) and Mr. Rider (as former

Executive Board member) were based on a mix of 70%

Group performance and 30% personal performance, for

which the results are summarized in the first table below.

The Group performance is initially measured on a 50-100-

150% performance scale, which is used internally to fund the

employee bonus pools. The total Group performance result

on this scale is subsequently converted in a result on the

50-80-100% scale that applies to the variable compensation

of the Executive Director. For 2023, the unadjusted Group

performance result was 139%. However, it was agreed

to adjust the Group performance result to 130% as a better

reflection of the Group’s 2023 performance. This equaled

a result of 92% on the 50-80-100% scale. The personal

performance results are directly scored on the 50-80-100%

scale. The tables below, contain more detailed information

on the Group and personal performance indicators

respectively.

For Aegon bonus pools

2023 Group performance indicators

Weight

Target

Outcome

Result

Relative total shareholder return (2021-2023)

10%

Rank 5

Rank 3

150%

Earnings on in-force

10%

1,388

1,487

118%

ABS Addressable expense savings

10%

100%

156%

150%

ABS Revenue growth

10%

100%

106%

114%

Free cash flows (2021-2023)

20%

2,100

2,224

131%

Market consistent value of new business

10%

545

688

144%

ABS Timely L4 and L5 approval

10%

100%

137%

150%

Weighted average carbon intensity

10%

(23%)

(37%)

150%

Employee engagement

10%

72%

77%

150%

Total performance result

139%

The Group performance results are measured on a 50-100-150% performance scale, which is used for the funding of the bonus pools for our employees.

Lard Friese

Matt Rider

2023 individual performance indicators

Weight

Result

Weight

Result

Group performance

70%

92%

70%

92%

Strategic Roadmap development and execution

25%

100%

10%

100%

Women in senior management

80%

Financial strategy execution

15%

100%

Total performance result

93%

The abovementioned Group performance result of 130% equals 92% on the 50-80-100% performance scale that applies to the Executive Director.

Integrated Annual Report

2023 |

Remuneration Report

2023 Aegon performance indicators

Definition

Free cash flows

Free cash flows represent cash flows from remittances from the units less the Holding funding

and operating expenses. For 2023 it will be measured on a retrospective 3-year performance

period (2021-2023). The 2021-2023 target is equal to the 2021-2023 cumulative free cash

flows target that was disclosed at the Capital Markets Day in December 2020 and the updated

guidance, excluding Aegon the Netherlands.

Relative total shareholder return

Aegon’s position relative to 7 US and 7 non-US peers when looking at Total Shareholder Return

for a retrospective 3-year performance period (2021-2023). These peers were selected for

being the most similar to Aegon based on their index listing, industry classification, 5 year

monthly Beta, Market Capitalization and Total Revenue

Earnings on In-Force

Represents the capital that is generated by the business units from their In-Force business in

2023. It is based on the definition of Operating Capital Generation, but excludes the New

Business Strain, Release of Required Capital in the business units, and Holding & Funding

expenses at Group level. The 2023 target is based on the 2023 budget, excluding Aegon the

Netherlands.

Market consistent value of new business

Represents how much value the sale of new insurance policies is generating for the company.

This value represents the present value of our best estimate of incoming premiums and outgoing

claims, benefits and expenses related to these new sales. The 2023 target is based on the 2023

budget, excluding Aegon the Netherlands.

Addressable expenses savings from cost

initiatives

Measures the addressable expense savings delivered by cost initiatives in 2023. The 2023

target is based on the 2023 budget, excluding Aegon the Netherlands.

Revenue growth from growth initiatives

Measures the revenue growth delivered by growth initiatives in 2023. The 2023 target is based

on the 2023 budget, excluding Aegon the Netherlands.

Timely execution of initiatives

Measures the timely operational completion of cost and growth initiatives.

Weighted average carbon intensity

Measures the weighted average carbon intensity reduction by the end of 2023, compared to our

2019 baseline, excluding Aegon the Netherlands.

Employee engagement

Employee engagement as measured in the global employee survey, excluding at Aegon the

Netherlands.

Strategic Roadmap development and

execution

Strategic Roadmap development and execution, such as to further enhance the growth

prospects for the strategic assets and successfully combine Aegon the Netherlands with a.s.r.

Women in senior management

Measures the percentage of women in Aegon’s senior management layer worldwide, excluding

at Aegon the Netherlands.

Finance strategy execution

Complete the 2023 milestones from the Finance Strategy.

Relative Total Shareholder Return peer group results for 2021-2023: 1. Unum Group, 2. Principal Financial Group, 3. Aegon, 4. Assicurazioni Generali, 5. Prudential

Financial, 6. MetLife, 7. Aviva, 8. Allianz (replaced Athene as of Mar 9, 2021), 9. ASR, 10. Brighthouse, 11. Equitable, 12. NN, 13. Phoenix, 14. Prudential Plc, 15.

Lincoln National.

Lard Friese

Target

Result on 50-80-100% scale

Strategic Roadmap

development and execution

Strategic Roadmap

development and execution,

such as to further enhance

the growth prospects for the

strategic assets and

successfully combine Aegon

the Netherlands with a.s.r.

100%. Successfully completed the redomiciliation of Aegon to Bermuda,

including the transfer of group supervision to a new regulator, and implementa-

tion of new bye-laws and governance. Completed the combination of Aegon’s

Dutch business with a.s.r. to create a leader in the Dutch insurance market, which

also marked the beginning of Aegon’s asset management partnership with a.s.r.

Completed the divestment of Aegon’s businesses in Poland and Romania, which

was the final step to complete the full transaction in the CEE. Announced the

divestment of Aegon’s interests in its joint venture in India, and announced the

divestment of its UK protection business. Realized bolt-on acquisitions in the UK

(Nationwide Building Society’s financial planning service), in Asset Management

(NIBC’s European Collateralized Loan Obligation activities and La Financière de

l’Échiquier through its joint venture with LBP), and extended the stake in MAG in

Brazil. At the Capital Markets Day presented the key strategic focus of ensuring

Transamerica reaches its full potential, focusing on profitable growth and

investments in Strategic Assets while improving the risk profile and maximizing

the value of Financial Assets.

Women in Senior

Management

Increase the number of

women in Aegon’s senior

management layer

worldwide to at least 38%.

80%. At the end of 2023, 38% of the people in Aegon’s senior management layer

were women.

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About Aegon