AEGON LTD.

Aegon Ltd. has taken significant steps towards becoming a U.S.-based company following shareholder approval of its redomiciliation. The company completed the repurchase of specific common shares and implemented interim bye-laws to align with U.S. governance practices. This move supports Aegon's ambition to become a U.S. leader in life insurance and retirement services, with the holding company expected to be renamed Transamerica Inc. around January 1, 2028.

Aegon has initiated a new EUR 200 million share buyback program, with Vereniging Aegon participating for EUR 37 million. Concurrently, the company announced the completion of its previously announced EUR 227 million share buyback program, which ran from January 12, 2026, to June 30, 2026. During this period, Aegon repurchased 33,909,553 common shares at an average price of EUR 6.68 per share. A portion of these repurchased shares, valued at EUR 27 million, will be used to meet obligations from share-based compensation plans, with the remaining shares to be canceled later in 2026.

Aegon announced significant strategic changes, including the appointment of Will Fuller as President and Chief Operating Officer, effective January 1, 2027. Mr. Fuller will oversee Transamerica, Aegon’s International businesses, and Aegon Asset Management, reporting to CEO Lard Friese, who will relocate to the United States in early 2027. The company also selected New York City as its future corporate headquarters, expected to open in mid-2027. These moves aim to sharpen execution, accelerate performance improvement, and support Aegon's ambition to become a leading US-based life insurance and retirement industry player.

Aegon Ltd.'s Annual General Meeting of Shareholders approved all proposed resolutions, including a final dividend of EUR 0.21 per common share for 2025, bringing the total 2025 dividend to EUR 0.40 per common share. Shareholders also approved the extension of CEO Lard Friese's term until the 2030 AGM and the appointment of Leni Boeren to the Board of Directors.

Aegon announced an agreement with its largest shareholder, Vereniging Aegon, outlining a proposed governance framework aligned with US market standards in preparation for its planned relocation to the US. Key changes include the phased removal of a staggered board, majority voting, annual Say-on-Pay votes, and a simplified capital structure. As part of the agreement, Vereniging Aegon will be renamed Vereniging Aegon Americas and will donate EUR 500 million to a new Netherlands-based charitable organization, Stichting Aegon Fonds Nederland, which will take over its existing charitable activities. These steps aim to support Aegon's ambition to become a leading US life insurance and retirement group.

Aegon Ltd. announced its intention to redomicile to the United States, aligning its headquarters, legal domicile, tax residency, accounting standards, and governance with its largest business, Transamerica, which accounts for approximately 70% of operations. The company proposed significant governance changes to transition from Dutch law provisions to a framework consistent with US legal requirements and leading institutional investor expectations. These changes include simplifying the capital structure, modifying shareholder rights, and adjusting board authority, with a stockholder vote expected in Q4 2026.

Aegon announced the appointment of Jennifer Palmieri as its new Chief Human Resources Officer and a member of the Executive Committee, effective June 29, 2026. She will succeed Holly Waters, who is retiring on June 1, 2026. Palmieri brings over 25 years of experience in HR strategy and talent development, having previously served as Chief People Officer at Westfield Insurance and holding senior HR roles at Cigna. CEO Lard Friese emphasized her crucial role in strengthening people and leadership capabilities, particularly during the company's planned transition of its head office and legal seat to the United States.

Aegon Ltd. filed its 2025 Financial Condition Report, highlighting the strategic divestment of its UK business to Standard Life, announced on April 15, 2026. The company also detailed its planned redomiciliation to the US by January 2028, which will transition its group supervision to the US capital framework. Financial updates for 2025 included a Group Solvency Ratio of 184% and the completion of EUR 550 million in share buyback programs. Additionally, Aegon sold 12.5 million a.s.r. shares for EUR 700 million, boosting its group solvency ratio by 13 percentage points.

Aegon announced the final results of its tender offers for five series of subordinated notes, accepting all valid tenders without pro rata scaling. The company accepted a total notional amount of EUR 379.6 million (USD 447.0 million equivalent) for an aggregate cash amount of EUR 308.2 million (USD 363.0 million equivalent). This transaction is expected to generate an IFRS book gain of approximately EUR 0.1 billion in the first half of 2026, though it is anticipated to decrease the Group solvency ratio by 2 percentage points.

AEGON Ltd. announced the execution of an Underwriting Agreement on April 30, 2026, with AEGON Funding Company LLC and various underwriters. This was followed by an Eleventh Supplemental Indenture dated May 7, 2026, for guaranteed notes. The transaction involves AEGON Funding Company LLC as the issuer, guaranteed by AEGON Ltd., with The Bank of New York Mellon Trust Company, N.A. as trustee and Citibank, N.A. as registrar and paying agent.