Aegon announces consent solicitation to amend coupon calculation on USD Perpetual Capital Securities

The Hague, April 4, 2023 - FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Aegon N.V. (Aegon) announces the invitation to the eligible holders of its outstanding USD 500,000,000 Perpetual Capital Securities (ISIN: NL0000116168) (the Securities) to consent to the modification of the terms and conditions of the Securities. The terms of the Securities feature a coupon rate that is calculated using a LIBOR-referencing swap rate, which is expected to be discontinued from June 30, 2023. The Alternative Reference Rates Committee (ARRC) has issued a recommendation for the substitution of LIBOR-referencing swap rates with Secured Overnight Financing Rate (SOFR) -referencing swap rates. Aegon is proposing a simplified variation to the ARRC recommendation, which essentially comprises two elements. A substitution of the references to “USD CMS-10 year” (the 10-year USD LIBOR Ice Swap Rate (ISR) in the interest provisions of the Securities by “10-year SOFR ISR” and a fixed spread adjustment to compensate holders for certain differences between the two swap rates. In addition, updated fallback provisions will be included to cater for any future discontinuation of the SOFR ISR.

The consent solicitation is subject to the terms and conditions contained in the consent solicitation memorandum dated April 4, 2023. The consent solicitation memorandum and the full consent solicitation launch announcement are available from the solicitation agent and/or the tabulation agent as set out below.

Rationale for the consent solicitation
The Securities feature a quarterly floating rate coupon equal to the 10-year USD LIBOR ISR plus 0.1 per cent., subject to an 8.5 per cent. maximum. This LIBOR-referencing swap rate is widely expected to cease to be published by any administrator and/or will no longer be representative immediately after June 30, 2023 (cessation). The terms of the Securities do not provide for a fallback that can be used to determine the floating rate coupon post-cessation. To avoid a situation where no coupon rate can be established and no coupon can be paid, Aegon has chosen to launch a consent solicitation in order to amend the floating rate coupon calculation.