Filed by Aegon N.V.
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Aegon N.V.
Commission File No.: 1-10882
Form F-4 Registration No.: 333-273041
Statement of DGSFP on change to Aegon’s group supervision and legal domicile
September 8, 2023
Aegon has continued its stakeholder
engagement in advance of its Extraordinary General Meetings of shareholders on September 29 and September 30, 2023 on the proposed change of Aegon’s legal domicile to Bermuda and transfer of its group supervision from the Dutch
Central Bank (DNB) to the Bermuda Monetary Authority (BMA). During this process of engagement, questions were raised regarding the role of the Spanish regulator, the Dirección General de Seguros y Fondos de Pensiones (DGSFP), and in
particular whether it was considered that the DGSFP would become group supervisor instead of the BMA, while maintaining Aegon’s legal domicile in the Netherlands. After becoming aware of such feedback, the DGSFP provided the following statement
in this respect:
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“In November 2022, the merger of the Dutch business of Aegon N.V. (hereinafter ANV or the Group) with ASR (Dutch insurance company) was
announced. After the completion of this sale on July 4, 2023, ANV no longer has any regulated insurance subsidiary in the Netherlands.
On June 30, 2023, ANV announced its intention to move its legal seat to Bermuda. As stated in the Group’s press release, this re-domiciliation would entail that:
“Aegon’s group supervision will transfer from the DNB
to the BMA. Aegon will maintain its headquarters in the Netherlands, will remain a Dutch tax resident and will continue to be listed on Euronext Amsterdam and on the New York Stock Exchange (NYSE)”
There are compelling reasons for transferring supervision of the Group to the BMA rather than to the DGSFP:
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Appointing the DGSFP as Group supervisor would imply a mismatch between the economic footprint of the Group and
its supervisory framework as the EU subsidiaries (Spain and Portugal) amount for less than 0.5% of the total assets of the insurance undertakings of the Group. |
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The DGSFP is not familiar with the core markets of the Group, which are outside the EU and represent over 95% of
the total assets of the insurance undertakings of the Group. |
In this respect, DGSFP’s supervision of the Spanish
subsidiaries has certain particularities, as it is mainly focused on joint ventures from bancassurance alliances, which is of completely different nature that the businesses in the core markets.
Moreover, the Bermuda business is closely related to the Group’s main business in the US (i.e., Transamerica).
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The DGSFP has not had any relevant bilateral relationships with the supervisors of the core businesses. The BMA,
given the nature of the Group’s business in Bermuda, has been in regular contact with Iowa Insurance Division (Aegon Group´s supervisor in the US). |
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The DGSFP has not involved with the Partial Internal Model (PIM) that the Group uses and did not participate in
its approval process. If the DGSFP became Group Supervisor, a reassessment of the PIM as well as any other Solvency II authorization could be necessary. |
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Appointing the DGSFP would not be consistent with the Insurance Core Principles 25 approved by the IAIS.
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If the re-domiciliation did not take place, the DGSFP would become the
supervisor of a Group with its legal seat in the Netherland but with over 99.5% of the total assets of the insurance undertakings outside the EU; despite being direct supervisor of an immaterial, non-core and
singular business of the Group. The DGSFP understands that the output of this regulatory scheme would not be suitable neither consistent with ICP principles.